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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the 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,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had ~~163,501,112~~164,218,483 shares of common stock, $0.01 par value, outstanding at ~~October 31, 2019.~~May 1, 2020.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Net sales	$	1,390		$	1,628		$	4,173		$	5,174		$	1,305		$	1,376
Cost of goods sold		1,096			1,151			3,260			3,603			1,007			1,080
Gross profit		294			477			913			1,571			298			296
Selling, general, and administrative expense		130			163			423			466			125			156
Research and development expense		20			20			61			61			24			22
Restructuring, asset-related, and other charges		34			12			49			32			11			8
Total other operating expenses		184			195			533			559			160			186
Equity in earnings of affiliates		9			10			25			32			8			8
Interest expense, net		(53	)		(47	)		(156	)		(148	)		(54	)		(51	)
Loss on extinguishment of debt		—			—			—			(38	)
Other income, net		25			24			81			115
Other (expense) income, net														(15	)		40
Income before income taxes		91			269			330			973			77			107
Provision for (benefit from) income taxes		15			(6	)		65			119
(Benefit from) provision for income taxes														(23	)		13
Net income		76			275			265			854			100			94
Less: Net income attributable to non-controlling interests		—			—			—			1
Net income attributable to Chemours	$	76		$	275		$	265		$	853		$	100		$	94
Per share data
Basic earnings per share of common stock	$	0.46		$	1.56		$	1.60		$	4.77		$	0.61		$	0.56
Diluted earnings per share of common stock		0.46			1.51			1.58			4.62			0.61			0.55

	Three Months Ended September 30,
	2019									2018
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income	$	91		$	(15	)	$	76		$	269		$	6		$	275
Other comprehensive income (loss):
Hedging activities:
Unrealized gain (loss) on net investment hedge		33			(8	)		25			(11	)		3			(8	)
Unrealized gain (loss) on cash flow hedge		5			(1	)		4			(1	)		—			(1	)
Reclassifications to net income - cash flow hedge		(2	)		—			(2	)		(1	)		—			(1	)
Hedging activities, net		36			(9	)		27			(13	)		3			(10	)
Cumulative translation adjustment		(68	)		—			(68	)		36			—			36
Defined benefit plans:
Additions to accumulated other comprehensive loss:
Effect of foreign exchange rates		9			—			9			(2	)		—			(2	)
Reclassifications to net income:
Amortization of prior service gain		(1	)		—			(1	)		—			—			—
Amortization of actuarial loss		6			(1	)		5			4			(1	)		3
Settlement loss		3			—			3			2			—			2
Defined benefit plans, net		17			(1	)		16			4			(1	)		3
Other comprehensive (loss) income		(15	)		(10	)		(25	)		27			2			29
Comprehensive income		76			(25	)		51			296			8			304
Less: Comprehensive income attributable to non-controlling interests		—			—			—			—			—			—
Comprehensive income attributable to Chemours	$	76		$	(25	)	$	51		$	296		$	8		$	304


	Nine Months Ended September 30,																		Three Months Ended March 31,
	2019									2018									2020									2019
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Net income	$	330		$	(65	)	$	265		$	973		$	(119	)	$	854		$	77		$	23		$	100		$	107		$	(13	)	$	94
Other comprehensive income (loss):
Hedging activities:
Unrealized gain on net investment hedge		36			(9	)		27			2			(1	)		1			10			(2	)		8			10			(3	)		7
Unrealized gain on cash flow hedge		7			(1	)		6			6			—			6			2			—			2			2			—			2
Reclassifications to net income - cash flow hedge		(8	)		1			(7	)		(1	)		—			(1	)		(2	)		—			(2	)		(3	)		—			(3	)
Hedging activities, net		35			(9	)		26			7			(1	)		6			10			(2	)		8			9			(3	)		6
Cumulative translation adjustment		(45	)		—			(45	)		(17	)		—			(17	)		(115	)		—			(115	)		7			—			7
Defined benefit plans:
Additions to accumulated other comprehensive loss:
Net loss		(3	)		—			(3	)		—			—			—
Prior service benefit		5			—			5			—			—			—
Effect of foreign exchange rates		10			—			10			3			—			3			1			—			1			3			—			3
Reclassifications to net income:
Amortization of prior service gain		(2	)		—			(2	)		(1	)		—			(1	)		(1	)		—			(1	)		—			—			—
Amortization of actuarial loss		18			(4	)		14			11			(2	)		9			3			—			3			5			(1	)		4
Settlement loss		4			(1	)		3			2			—			2			—			—			—			1			—			1
Defined benefit plans, net		32			(5	)		27			15			(2	)		13			3			—			3			9			(1	)		8
Other comprehensive income		22			(14	)		8			5			(3	)		2
Comprehensive income		352			(79	)		273			978			(122	)		856
Less: Comprehensive income attributable to non-controlling interests		—			—			—			1			—			1
Comprehensive income attributable to Chemours	$	352		$	(79	)	$	273		$	977		$	(122	)	$	855
Other comprehensive (loss) income																				(102	)		(2	)		(104	)		25			(4	)		21
Comprehensive (loss) income																				(25	)		21			(4	)		132			(17	)		115
Comprehensive (loss) income attributable to Chemours																			$	(25	)	$	21		$	(4	)	$	132		$	(17	)	$	115

	(Unaudited)						(Unaudited)
	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	694		$	1,201		$	714		$	943
Accounts and notes receivable, net		832			861			681			674
Inventories		1,223			1,147			1,114			1,079
Prepaid expenses and other		78			84			82			81
Total current assets		2,827			3,293			2,591			2,777
Property, plant, and equipment		9,274			8,992			9,214			9,413
Less: Accumulated depreciation		(5,754	)		(5,701	)		(5,770	)		(5,854	)
Property, plant, and equipment, net		3,520			3,291			3,444			3,559
Operating lease right-of-use assets		307			—			281			294
Goodwill and other intangible assets, net		176			181			172			174
Investments in affiliates		184			160			167			162
Other assets		442			437			293			292
Total assets	$	7,456		$	7,362		$	6,948		$	7,258
Liabilities
Current liabilities:
Accounts payable	$	948		$	1,137		$	841		$	923
Short-term and current maturities of long-term debt		149			13			22			134
Other accrued liabilities		546			559			480			484
Total current liabilities		1,643			1,709			1,343			1,541
Long-term debt, net		4,007			3,959			4,012			4,026
Operating lease liabilities		254			—			233			245
Deferred income taxes		208			217			88			118
Other liabilities		501			457			611			633
Total liabilities		6,613			6,342			6,287			6,563
Commitments and contingent liabilities
Equity
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 188,811,686 shares issued and 163,492,451 shares outstanding at September 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 September 30, 2019; 16,424,093 shares at December 31, 2018)		(1,072	)		(750	)
Common stock (par value $0.01 per share; 810,000,000 shares authorized; 189,537,718 shares issued and 164,218,483 shares outstanding at March 31, 2020; 188,893,478 shares issued and 163,574,243 shares outstanding at December 31, 2019)								2			2
Treasury stock, at cost (25,319,235 shares at March 31, 2020 and December 31, 2019)								(1,072	)		(1,072	)
Additional paid-in capital		857			860			870			859
Retained earnings		1,606			1,466			1,308			1,249
Accumulated other comprehensive loss		(556	)		(564	)		(453	)		(349	)
Total Chemours stockholders’ equity		837			1,014			655			689
Non-controlling interests		6			6			6			6
Total equity		843			1,020			661			695
Total liabilities and equity	$	7,456		$	7,362		$	6,948		$	7,258

	Three Months Ended September 30,																								Common Stock				Treasury Stock					Additional			Retained			Accumulated Other Comprehensive			Non-controlling
	Common Stock				Treasury Stock																				Shares		Amount		Shares		Amount			Paid-in Capital			Earnings			(Loss) Income			Interests		Total Equity
	Shares		Amount		Shares			Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Non-controlling Interests		Total Equity
Balance at July 1, 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		431,744		—		—			—			—			—			—			—		—			1,078,034		—		—		—			1			(1	)		—			—		—
Exercise of stock options, net		123,335		—		—			—			2			—			—			—		2			410,483		—		—		—			6			—			—			—		6
Purchases of treasury stock, at cost		—		—		3,226,824			(136	)		—			—			—			—		(136	)		—		—		7,278,002		(261	)		—			—			—			—		(261	)
Stock-based compensation expense		—		—		—			—			5			—			—			—		5			—		—		—		—			8			—			—			—		8
Cancellation of unissued stock awards withheld to cover taxes		—		—		—			—			(10	)		—			—			—		(10	)		—		—		—		—			(30	)		—			—			—		(30	)
Net income		—		—		—			—			—			275			—			—		275			—		—		—		—			—			94			—			—		94
Dividends ($0.25 per share)		—		—		—			—			—			(44	)		—			—		(44	)		—		—		—		—			—			(42	)		—			—		(42	)
Other comprehensive income		—		—		—			—			—			—			29			—		29			—		—		—		—			—			—			21			—		21
Balance at September 30, 2018		187,149,447	$	2		13,300,060		$	(636	)	$	856		$	1,358		$	(440	)	$	6	$	1,146
Balance at March 31, 2019																										188,693,084	$	2		23,702,095	$	(1,011	)	$	845		$	1,517		$	(543	)	$	6	$	816

Balance at July 1, 2019		188,801,201	$	2		25,319,235		$	(1,072	)	$	853		$	1,571		$	(531	)	$	6	$	829
Balance at January 1, 2020																										188,893,478	$	2		25,319,235	$	(1,072	)	$	859		$	1,249		$	(349	)	$	6	$	695
Common stock issued - compensation plans		6,807		—		—			—			—			—			—			—		—			210,757		—		—		—			—			—			—			—		—
Exercise of stock options, net		3,678		—		—			—			—			—			—			—		—			433,483		—		—		—			5			—			—			—		5
Stock-based compensation expense		—		—		—			—			4			—			—			—		4			—		—		—		—			8			—			—			—		8
Cancellation of unissued stock awards withheld to cover taxes																										—		—		—		—			(2	)		—			—			—		(2	)
Net income		—		—		—			—			—			76			—			—		76			—		—		—		—			—			100			—			—		100
Dividends ($0.25 per share)		—		—		—			—			—			(41	)		—			—		(41	)		—		—		—		—			—			(41	)		—			—		(41	)
Other comprehensive loss		—		—		—			—			—			—			(25	)		—		(25	)		—		—		—		—			—			—			(104	)		—		(104	)
Balance at September 30, 2019		188,811,686	$	2		25,319,235		$	(1,072	)	$	857		$	1,606		$	(556	)	$	6	$	843


	Nine Months Ended September 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		787,451		—		—			—			—			—			—			—		—
Exercise of stock options, net		1,018,962		—		—			—			15			—			—			—		15
Purchases of treasury stock, at cost		—		—		10,926,065			(520	)		—			—			—			—		(520	)
Shares issued under employee stock purchase plan		—		—		(12,411	)		—			—			—			—			—		—
Stock-based compensation expense		—		—		—			—			20			—			—			—		20
Cancellation of unissued stock awards withheld to cover taxes		—		—		—			—			(16	)		—			—			—		(16	)
Net income		—		—		—			—			—			853			—			1		854
Dividends ($0.42 per share)		—		—		—			—			—			(74	)		—			—		(74	)
Other comprehensive income		—		—		—			—			—			—			2			—		2
Balance at September 30, 2018		187,149,447	$	2		13,300,060		$	(636	)	$	856		$	1,358		$	(440	)	$	6	$	1,146

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		1,098,346		—		—			—			1			(1	)		—			—		—
Exercise of stock options, net		508,773		—		—			—			8			—			—			—		8
Purchases of treasury stock, at cost		—		—		8,895,142			(322	)		—			—			—			—		(322	)
Stock-based compensation expense		—		—		—			—			18			—			—			—		18
Cancellation of unissued stock awards withheld to cover taxes		—		—		—			—			(30	)		—			—			—		(30	)
Net income		—		—		—			—			—			265			—			—		265
Dividends ($0.75 per share)		—		—		—			—			—			(124	)		—			—		(124	)
Other comprehensive income		—		—		—			—			—			—			8			—		8
Balance at September 30, 2019		188,811,686	$	2		25,319,235		$	(1,072	)	$	857		$	1,606		$	(556	)	$	6	$	843
Balance at March 31, 2020																										189,537,718	$	2		25,319,235	$	(1,072	)	$	870		$	1,308		$	(453	)	$	6	$	661

	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
Cash flows from operating activities
Net income	$	265		$	854		$	100		$	94
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation and amortization		232			213			79			76
Gain on sales of assets and businesses		(11	)		(45	)
Equity in earnings of affiliates, net		(24	)		(4	)		(4	)		(7	)
Loss on extinguishment of debt		—			38
Amortization of debt issuance costs and issue discounts		7			9			2			3
Deferred tax (benefit) provision		(17	)		3
Deferred tax benefit								(43	)		(7	)
Asset-related charges		12			—			1			—
Stock-based compensation expense		18			20			8			8
Net periodic pension cost (income)		4			(7	)
Net periodic pension cost								3			1
Defined benefit plan contributions		(15	)		(12	)		(8	)		(6	)
Other operating charges and credits, net		(2	)		(11	)		3			4
Decrease (increase) in operating assets:
Accounts and notes receivable, net		32			(87	)		(11	)		16
Inventories and other operating assets		(46	)		(154	)		(42	)		(49	)
(Decrease) increase in operating liabilities:
Accounts payable and other operating liabilities		(205	)		64			(44	)		(177	)
Cash provided by operating activities		250			881
Cash provided by (used for) operating activities								44			(44	)
Cash flows from investing activities
Purchases of property, plant, and equipment		(385	)		(344	)		(106	)		(133	)
Acquisition of business, net		(10	)		(37	)
Proceeds from sales of assets and businesses, net		7			46
Proceeds from life insurance policies		1			—
Foreign exchange contract settlements, net		—			8			(6	)		(1	)
Cash used for investing activities		(387	)		(327	)		(112	)		(134	)
Cash flows from financing activities
Proceeds from issuance of debt, net		—			520
Proceeds from revolving loan		150			—
Repayments on revolving loan		(150	)		—
Proceeds from accounts receivable securitization facility		125			—			12			—
Debt repayments		(15	)		(675	)		(128	)		(3	)
Payments related to extinguishment of debt		—			(29	)
Payments of debt issuance costs		—			(12	)
Payments on finance leases		(2	)		—			(1	)		—
Purchases of treasury stock, at cost		(322	)		(520	)		—			(255	)
Proceeds from exercised stock options, net		8			15			5			6
Payments related to tax withholdings on vested stock awards		(30	)		(16	)		(2	)		(30	)
Payments of dividends		(124	)		(106	)		(41	)		(42	)
Cash used for financing activities		(360	)		(823	)		(155	)		(324	)
Effect of exchange rate changes on cash and cash equivalents		(10	)		(12	)		(6	)		(2	)
Decrease in cash and cash equivalents		(507	)		(281	)		(229	)		(504	)
Cash and cash equivalents at January 1,		1,201			1,556			943			1,201
Cash and cash equivalents at September 30,	$	694		$	1,275
Cash and cash equivalents at March 31,							$	714		$	697

Supplemental cash flows information
Non-cash investing and financing activities:
Changes in property, plant, and equipment included in accounts payable	$	68		$	12		$	37		$	(11	)
Obligations incurred under build-to-suit lease arrangement		35			41			—			17
Purchases of treasury stock not settled by period-end		—			10			—			6
Non-cash financing arrangements		11			—
Deferred payments related to acquisition of business		15			—

The Chemours Company (“Chemours,” or ~~“the Company”~~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~~Chemours manages and reports its operating results through 3 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.~~2015 (the “Separation”). 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 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. 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 GAAP. As such, these interim consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

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.

In December 2019, an outbreak of illness caused by COVID-19 was identified in Wuhan, China, and the virus has since continued to spread globally. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. In an attempt to minimize transmission of COVID-19, significant social and economic restrictions have been imposed in the United States and abroad. These restrictions, while necessary and important for public health, have negative business-related implications for the Company and the U.S. and global economy. The magnitude and duration of these negative implications create significant uncertainties for the Company’s financial results and will have an adverse impact on its future operating cash flows. However, management continues to expect that available cash, cash from operations, and existing debt financing arrangements will provide the Company with sufficient liquidity through at least May 2021.

In the preparation of these financial statements and related disclosures, management has assessed the impact of COVID-19 on its estimates, assumptions, forecasts, and accounting policies and made additional disclosures, as necessary. As the COVID-19 situation is unprecedented and ever evolving, future events and effects related to the illness cannot be determined with precision, and actual results could significantly differ from estimates or forecasts.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326),: Measurement of Credit Losses on Financial Instruments(“ASU No. 2016-13”). The amendments in this update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive ~~cash. The~~cash, which, for the Company, primarily consists of accounts and notes receivable, net. ASU No. 2016-13 requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance on its financial position, results of operations, and cash flows.

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation –Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans~~ (“ASU No. 2018-14”). This update removes disclosures that are no longer considered cost beneficial, clarifies the 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. 2018-14 is effective for fiscal years ending after December 15, 2020 with retrospective application to all periods presented, and early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance, which it does not expect to be material.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~ (“ASU No. 2016-02”), which supersedes the leases requirements in Topic 840. The core principle of 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 a change from previous GAAP, which did not require lease assets and lease liabilities to be recognized for operating leases.

The Company adopted ASU No. ~~2016-02~~2016-13 on January 1, ~~2019~~2020 using the modified retrospective transition method, which did not require the Company to adjust comparative periods. Operating leases are included in operating lease right-of-use assets, other accrued liabilities, and operating lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant, and equipment, net, short-term and 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 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 elected the package of 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 combines lease components with non-lease components for all classes of assets, except for certain manufacturing facilities. 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 consolidated balance sheets, and will recognize those lease payments in the consolidated statements of operations 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 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~ (“ASU No. 2018-15”), which 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 the costs to expense. ASU No. 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted in any interim period. Upon adoption, the Company had the option to elect whether it applies the amendments under ASU No. 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 was not material to its financial position, results of operations, orand cash ~~flows for the nine months ended September 30, 2019.~~flows.

On August 1, 2019, the Company, through its wholly-owned subsidiary, The Chemours Company FC, LLC, entered into a Membership Interest Purchase Agreement to acquire all of the outstanding stock of Southern Ionics Minerals, LLC (“SIM”), for an estimated total consideration of approximately $25, which included customary working capital and other adjustments made within a specified time period. SIM is ~~a privately-held minerals exploration, mining, and manufacturing company headquartered in Jacksonville, Florida~~. 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 aggregate purchase price of $25 included an upfront payment of $10, an additional installment payment of $10, and contingent considerations with an estimated fair value of $5. The Company accounted for the acquisition of SIM as a business combination, and as such, all assets acquired and liabilities assumed were recorded at their estimated fair values.

The purchase consideration has been primarily assigned to the property, plant, and equipment of the acquired business, and there is 0 goodwill associated with the transaction. These amounts are subject to further adjustment as additional information is obtained during the applicable measurement period, which includes the finalization of a third-party appraisal. The Company expects to complete its assessment by the end of 2019.

The Company’s consolidated financial statements include SIM’s results of operations from August 1, 2019, the date of acquisition, through September 30, 2019. Net sales and net income attributable to Chemours contributed by SIM during this period were not material to the Company’s or its Titanium Technologies segment’s results of operations. Acquisition-related expenses amounted to less than $1 during the three and nine months ended September 30, 2019 and are included as a component of selling, general, and administrative expense in the consolidated statements of operations.

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

The following table sets forth a disaggregation of the Company’s net sales by geographic region and segment and product group for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Net sales by geographic region (1)
North America:
Fluoroproducts	$	260	$	273	$	851	$	888	$	264	$	288
Chemical Solutions		87		87		246		259		54		74
Titanium Technologies		178		228		550		700		193		197
Total North America		525		588		1,647		1,847		511		559
Asia Pacific:
Fluoroproducts		173		168		511		505		133		163
Chemical Solutions		16		21		47		63		8		16
Titanium Technologies		225		251		587		754		193		166
Total Asia Pacific		414		440		1,145		1,322		334		345
Europe, the Middle East, and Africa:
Fluoroproducts		151		188		515		657		159		186
Chemical Solutions		6		5		15		14		6		5
Titanium Technologies		122		189		358		682		149		113
Total Europe, the Middle East, and Africa		279		382		888		1,353		314		304
Latin America (2):
Fluoroproducts		52		53		157		163		44		50
Chemical Solutions		31		42		96		117		24		39
Titanium Technologies		89		123		240		372		78		79
Total Latin America		172		218		493		652		146		168
Total net sales	$	1,390	$	1,628	$	4,173	$	5,174	$	1,305	$	1,376

Net sales by product group
Net sales by segment and product group
Fluoroproducts:
Fluorochemicals	$	304	$	345	$	1,028	$	1,183	$	308	$	349
Fluoropolymers		332		337		1,006		1,030		292		338
Chemical Solutions:
Mining solutions		70		74		200		212		50		68
Performance chemicals and intermediates		70		81		204		241		42		66
Titanium Technologies:
Titanium dioxide and other minerals		614		791		1,735		2,508		613		555
Total net sales	$	1,390	$	1,628	$	4,173	$	5,174	$	1,305	$	1,376

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

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

The following table sets forth the Company’s contract balances from contracts with customers at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Accounts receivable - trade, net (1)	$	758	$	790	$	626	$	602
Deferred revenue						15		15
Customer rebates		66		79		39		72

~~The Company’s deferred revenue balances at September 30, 2019 and December 31, 2018 were not significant. Additionally, changes~~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 nine~~ months ended ~~September 30, 2019~~March 31, 2020 were not significant. For the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, 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 0 other contract asset balances or capitalized costs associated with obtaining or fulfilling customer contracts as of ~~September 30, 2019~~March 31, 2020 or December 31, ~~2018.~~2019.

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 ~~September 30, 2019,~~March 31, 2020, Chemours had ~~$100~~$74 of remaining performance obligations. The Company expects to recognize approximately ~~20%~~66% of its remaining performance obligations as revenue in ~~2019,~~2020, an approximate additional ~~60%~~18% in ~~2020,~~2021, and the balance thereafter. The Company applies the allowable practical expedient and does not include remaining performance obligations that have original expected durations of one year or less, or amounts for variable consideration allocated to wholly-unsatisfied performance obligations or wholly-unsatisfied distinct goods that form part of a single performance obligation, if any. Amounts for contract renewals that are not yet exercised by ~~September 30, 2019~~March 31, 2020 are also excluded.

The following table sets forth the components of the Company’s restructuring, asset-related, and other charges for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Restructuring and other charges:
Employee separation charges	$	17	$	2	$	15	$	8	$	9	$	—
Decommissioning and other charges		5		10		22		24		1		8
Total restructuring and other charges		22		12		37		32		10		8
Asset-related and other charges		12		—		12		—
Asset-related charges										1		—
Total restructuring, asset-related, and other charges	$	34	$	12	$	49	$	32	$	11	$	8

The following table sets forth the impacts of the Company’s restructuring programs to segment earnings for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
	2019			2018		2019			2018		2020			2019
Restructuring and other charges:
Plant and product line closures:
Chemical Solutions	$	12		$	1	$	12		$	4	$	1		$	—
Corporate and Other		5			4		18			6		—			6
Total plant and product line closures		17			5		30			10		1			6
2017 Restructuring Program:
Fluoroproducts		1			2		2			7		—			1
Chemical Solutions		—			—		—			1
Titanium Technologies		—			—		1			—
Corporate and Other		—			5		—			14		—			1
Total 2017 Restructuring Program		1			7		3			22		—			2
2018 Restructuring Program:
Corporate and Other		(1	)		—		(1	)		—
Total 2018 Restructuring Program		(1	)		—		(1	)		—
2019 Restructuring Program:
Fluoroproducts		7			—		7			—		1			—
Chemical Solutions		2			—		2			—		(1	)		—
Corporate and Other												1			—
Total 2019 Restructuring Program												1			—
2020 Restructuring Program:
Fluoroproducts												2			—
Titanium Technologies		5			—		5			—		3			—
Corporate and Other		3			—		3			—		3			—
Total 2019 Restructuring Program		17			—		17			—
Total 2020 Restructuring Program												8			—
Total restructuring and other charges												10			8
Asset-related charges:
Chemical Solutions												1			—
Total asset-related charges												1			—
Total restructuring, asset-related, and other charges	$	34		$	12	$	49		$	32	$	11		$	8

In the 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 of ~~less than $1 and~~ $1 for the three ~~and nine~~ months ended ~~September 30, 2019, respectively, and $1 and $4 for the three and nine months ended September 30, 2018, respectively.~~March 31, 2020. The Company expects to incur approximately ~~$10~~$3 in additional restructuring charges for similar activities through 2021, all of which relates to Chemical Solutions. As of ~~September 30, 2019,~~March 31, 2020, the Company has incurred, in the aggregate, ~~$36~~$38 in restructuring charges related to these activities, excluding asset-related charges.

In the first quarter of 2018, the Company began a project to demolish and remove several dormant, unused buildings at its Chambers Works site in Deepwater, New Jersey, which were assigned to Chemours in connection with its ~~separation~~Separation from DuPont and never used in Chemours’ operations. The Company recorded additional decommissioning and dismantling-related charges of ~~$4 and $18 for the three and nine months ended September 30, 2019, respectively, and $4 and~~ $6 for the three ~~and nine~~ months ended ~~September 30, 2018, respectively.~~March 31, 2019. The Company expects to incur approximately $6 in additional restructuring charges related to its Chambers Works site through the end of 2021, all of which relates to Corporate and Other. As of ~~September 30, 2019,~~March 31, 2020, the Company has incurred, in the aggregate, $27 in restructuring charges related to these activities.

In the third quarter of 2019, the Company announced plans to exit its Methylamines and Methylamides business at its Belle, West Virginia manufacturing plant. As a result, the Company recorded charges of approximately $10 for property, plant, and equipment and $2 for other asset impairment charges for the three and nine months ended September 30, 2019. The Company expects to incur additional charges of $22 for property, plant, and equipment and other assets through the remainder of 2019, and additional restructuring charges, including decommissioning and dismantling, of approximately $11 through 2020, all of which relates to Chemical Solutions.

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: (i) outsourcing and further centralizing certain business process activities; (ii) consolidating existing, outsourced third-party information technology (“IT”) providers; and, (iii) implementing various upgrades to the Company’s current IT infrastructure. In connection with these corporate function efforts, the Company recorded ~~$1 and $3~~$2 in restructuring-related charges for the three ~~and nine~~ months ended ~~September 30, 2019, respectively, and $5 and $13 for the three and nine months ended September 30, 2018, respectively.~~March 31, 2019.

In 2017, the Company also announced a voluntary separation program (“VSP”) for certain eligible U.S. employees in an effort to better manage the anticipated future changes to its workforce. Employees who volunteered for and were accepted under the VSP 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 $9 of 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 $2 and $9 for the three and nine months ended September 30, 2018, respectively.~~Chemours.

The Company recorded charges for its 2017 ~~program~~Restructuring Program of ~~$1 and $3~~$2 during the three ~~and nine~~ months ended ~~September 30, 2019, respectively, and $7 and $22 during the three and nine months ended September 30, 2018, respectively.~~March 31, 2019. The cumulative amount incurred, in the aggregate, for the Company’s 2017 ~~program~~Restructuring Program amounted to $62 at ~~September 30, 2019.~~March 31, 2020. The Company has substantially completed all actions related to this program.

In the fourth quarter of 2018, management initiated a restructuring program of the Company’s corporate functions and recorded the related estimated severance costs of $5. The Company has substantially completed all actions related to this program.

In the third quarter of 2019, management initiated a severance program of the Company’s corporate functions and businesses, and ~~recorded~~ the ~~related~~majority of employees separated from the Company during the fourth quarter of 2019. As of March 31, 2020, the cumulative amount incurred, in the aggregate, for the Company’s 2019 Restructuring Program amounted to $23, nearly all of which was incurred in the third and fourth quarters of 2019. The Company has substantially completed incurring severance costs for this program. At March 31, 2020 and December 31, 2019, $5 and $14 remained as an employee separation-related liability, respectively, and the remaining payments will be made by the end of 2020.

In the first quarter of 2020, management initiated a severance program that was largely attributable to further aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives. The Company recorded estimated severance costs of ~~$17. This charge includes $2~~$8, which it believes to be substantially complete for ~~severance related to the exit~~this program. The majority of the ~~Methylamines~~impacted employees will separate from the Company, and ~~Methylamides business, as described above.~~the majority of the associated severance payments will be made, by the end of 2020.

The following table sets forth the change in the Company’s employee separation-related liabilities associated with its restructuring programs for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

At ~~September 30, 2019,~~March 31, 2020, there 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 (expense), net for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

~~For~~During the three months ended ~~September 30, 2019, Chemours~~March 31, 2020, the Company recorded a ~~provision~~one-time tax benefit of $18, which was related to the United States Internal Revenue Service acceptance of a non-automatic accounting method change that allows for ~~income taxes~~the recovery of ~~$15, resulting in an effective income~~ tax ~~rate~~basis for depreciation, which had been previously disallowed. The balance sheet impact of ~~approximately 16%. For the three months ended September 30, 2018, Chemours recorded~~this adjustment is reflected as a ~~benefit from income taxes of $6, resulting in an effective income~~deferred tax ~~rate of approximately negative 2%. The change~~asset in the ~~Company’s effective~~consolidated balance sheet.

In the United States, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was passed on March 27, 2020. This legislative relief, as well as other government relief programs, include measures that could impact direct and indirect tax ~~rate~~provisions. Management has analyzed the relief in jurisdictions in which the Company operates, and the applicable impacts, which are not material for the ~~three months ended September 30, 2019 was primarily attributable to $5~~first quarter of ~~additional income tax expense on the revaluation of certain deferred tax assets and liabilities as a result of the increased corporate tax rate~~2020, have been accounted for ~~a certain foreign subsidiary, $3 of lower income tax benefits related to windfalls on its share-based payments, reduced profitability, and the geographic mix of earnings.~~

~~For the nine months ended September 30, 2019 and 2018, Chemours recorded provisions for income taxes of $65 and $119, respectively, resulting~~ in effective income tax rates of approximately 20% and 12%, respectively. The change in the Company’s effective tax rate for the nine months ended September 30, 2019 was primarily attributable to $5 of additional income tax expense on the revaluation of certain deferred tax assets and liabilities as a result of the increased corporate tax rate for a certain foreign subsidiary, $8 of additional income tax expense associated with the recognition of a valuation allowance on the deferred tax assets of a certain foreign subsidiary, $8 of lower income tax benefits related to windfalls on its share-based payments, reduced profitability, and the geographic mix of its earnings.these interim consolidated financial statements.

With respect to U.S. tax reform, while management has completed its analysis within the applicable measurement period, pursuant to the U.S. Securities and 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, management will continue to evaluate the impact as any regulations issued become final during 2019.

The following table sets forth the reconciliations of the numerators and denominators for the Company’s basic and diluted earnings per share (“EPS”) calculations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Numerator:
Net income attributable to Chemours	$	76	$	275	$	265	$	853	$	100	$	94
Denominator:
Weighted-average number of common shares outstanding - basic		163,815,483		176,489,881		165,254,084		178,765,676		164,247,449		167,866,468
Dilutive effect of the Company’s employee compensation plans		1,325,380		5,387,244		2,780,874		5,891,072		1,010,542		4,194,432
Weighted-average number of common shares outstanding - diluted		165,140,863		181,877,125		168,034,958		184,656,748		165,257,991		172,060,900

Basic earnings per share of common stock	$	0.46	$	1.56	$	1.60	$	4.77	$	0.61	$	0.56
Diluted earnings per share of common stock		0.46		1.51		1.58		4.62		0.61		0.55

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 EPS calculations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

The following table sets forth the components of the Company’s accounts and notes receivable, net at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Accounts receivable - trade, net (1)	$	758	$	790
Accounts receivable - trade, net (1,2)					$	626	$	602
VAT, GST, and other taxes ~~(2)~~(3)		57		56		47		59
Other receivables ~~(3)~~(4)		17		15		8		13
Total accounts and notes receivable, net	$	832	$	861	$	681	$	674

Accounts and notes receivable are carried at amounts that approximate fair value. Bad debt expense amounted to less than $1 ~~and $1~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~respectively, and less than $1 for the three and nine months ended September 30, 2018, respectively~~.

The following table sets forth the components of the Company’s inventories at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Finished products	$	664		$	701		$	639		$	589
Semi-finished products		201			195			188			189
Raw materials, stores, and supplies		596			476			549			559
Inventories before LIFO adjustment		1,461			1,372			1,376			1,337
Less: Adjustment of inventories to LIFO basis		(238	)		(225	)		(262	)		(258	)
Total inventories	$	1,223		$	1,147		$	1,114		$	1,079

Inventory values, before last-in, first-out (“LIFO”) adjustment are generally determined by the average cost method, which approximates current cost. Inventories are valued under the LIFO method at substantially all of the Company’s U.S. locations, which comprised ~~$770~~$704 and ~~$622~~$674 (or ~~53%~~51% and ~~45%~~50%) of inventories before the LIFO adjustments at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, 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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Equipment	$	7,474		$	7,344		$	7,474		$	7,600
Buildings		915			914			1,111			1,174
Construction-in-progress		735			579			488			493
Land		115			119			105			110
Mineral rights		35			36			36			36
Property, plant, and equipment		9,274			8,992			9,214			9,413
Less: Accumulated depreciation		(5,754	)		(5,701	)		(5,770	)		(5,854	)
Total property, plant, and equipment, net	$	3,520		$	3,291		$	3,444		$	3,559

Property, plant, and equipment, net included gross assets under finance leases of $68 at March 31, 2020 and December 31, 2019.

Depreciation expense amounted to ~~$76~~$77 and ~~$226~~$74 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, and $68 and $207 for the three and nine months ended September 30, 2018, respectively. Property, plant, and equipment, net includes a build-to-suit lease asset of $90 and $55 at September 30, 2019 and December 31, 2018, respectively.

The Company’s gross finance lease assets amounted to $66 and $7 at September 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.

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

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

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

~~The following table sets forth the weighted-average term and weighted-average discount rate for the Company’s leases at September 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 October 2017, Chemours executed a build-to-suit lease agreement to construct a new 312,000-square-foot research and development facility on the Science, Technology, and Advanced Research campus of the University of Delaware (“UD”) in Newark, Delaware (“The Chemours Discovery Hub”). The land on which The Chemours Discovery Hub will be located is leased to a third-party owner-lessor by UD, and Chemours will act as the construction agent and ultimate lessee of the facility based on the Company’s agreement with the owner-lessor. Project costs paid by the owner-lessor are reflected 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 September 30, 2019 and December 31, 2018, project costs paid by the owner-lessor amounted to $90 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 $4023 and ~~$104~~$32 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and $38 and $101 for the three and nine months ended September 30, 2018,~~ respectively. Purchases from the Company’s equity method investees amounted to $4835 and ~~$215~~$44 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and $30 and $98 for the three and nine months ended September 30, 2018,~~ respectively. The Company also received $1$4 and $4$1 in dividends from its equity method investees for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and less than $1 and $30 for the three and nine months ended September 30, 2018,~~ respectively.

The following table sets forth the components of the Company’s other assets at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Capitalized repair and maintenance costs	$	156	$	178	$	140	$	148
Pension assets (1)		193		174		65		59
Deferred income taxes		43		46		45		40
Miscellaneous		50		39		43		45
Total other assets	$	442	$	437	$	293	$	292

~~The following table sets forth the components of the Company’s accounts payable at September 30, 2019 and December 31, 2018.~~

The following table sets forth the components of the Company’s other accrued liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Compensation and other employee-related costs	$	61	$	108	$	47	$	52
Employee separation costs (1)		18		16		14		15
Accrued litigation (2)		27		76		8		10
Environmental remediation (2)		74		74		73		74
Income taxes		62		87		77		65
Customer rebates		66		79		39		72
Deferred income		8		6
Deferred revenue						10		7
Accrued interest		61		21		61		21
Operating lease liabilities ~~(3)~~		73		—		66		66
Miscellaneous ~~(4)~~(3)		96		92		85		102
Total other accrued liabilities	$	546	$	559	$	480	$	484

The following table sets forth the components of the Company’s debt at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Senior secured term loans:
Tranche B-2 U.S. dollar term loan due May 2025	$	887		$	893
Tranche B-2 euro term loan due May 2025 (€345 at September 30, 2019 and €347 at December 31, 2018)		377			396
Tranche B-2 U.S. dollar term loan due April 2025							$	882		$	884
Tranche B-2 euro term loan due April 2025 (€343 at March 31, 2020 and €344 at December 31, 2019)								378			383
Senior unsecured notes:
6.625% due May 2023		908			908			908			908
7.000% due May 2025		750			750			750			750
4.000% due May 2026 (€450 at September 30, 2019 and December 31, 2018)		493			513
4.000% due May 2026 (€450 at March 31, 2020 and December 31, 2019)								496			501
5.375% due May 2027		500			500			500			500
Securitization Facility		122			—			—			110
Finance lease liabilities		59			2			58			59
Build-to-suit lease obligation		90			55
Financing obligation (1)								94			95
Other		9			—			3			6
Total debt		4,195			4,017			4,069			4,196
Less: Unamortized issue discounts		(9	)		(10	)		(8	)		(8	)
Less: Unamortized debt issuance costs		(30	)		(35	)		(27	)		(28	)
Less: Short-term and current maturities of long-term debt		(149	)		(13	)		(22	)		(134	)
Total long-term debt, net	$	4,007		$	3,959		$	4,012		$	4,026

The Company’s credit agreement, as amended and restated on April 3, 2018 (“Credit Agreement”), provides for seven-year, senior secured term loans and a five-year, $800 senior secured revolving credit facility (“Revolving Credit Facility”) (collectively, the “Senior Secured Credit Facilities”). ~~For the three months ended September 30, 2019, the Company repaid $150 of revolving loan borrowings.~~ NaN borrowings were outstanding under the Revolving Credit Facility at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, the Company made term loan payments of ~~$3 and $10, respectively.~~$3. Chemours also had ~~$103~~$101 and ~~$104~~$103 in letters of credit issued and outstanding under the Revolving Credit Facility at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. At ~~September 30, 2019,~~March 31, 2020, the effective interest rates on the class of term loans denominated in U.S. dollars and the class of term loans denominated in euros were ~~3.8%~~2.7% and 2.5%, respectively. Also, at ~~September 30, 2019,~~March 31, 2020, commitment fees on the Revolving Credit Facility were assessed at a rate of ~~0.15%~~0.20% per annum.

Subsequent to the quarter ended March 31, 2020, the Company drew $300 from its Revolving Credit Facility. See “Note 21 – Subsequent Events” for further details.

On ~~July 12, 2019,~~March 9, 2020, the Company, through a wholly-owned special purpose entity (“SPE”), ~~executed~~entered into an amended and restated receivables purchase agreement ~~with a bank for an~~(the “Amended Purchase Agreement”) under its accounts receivable securitization facility (“Securitization Facility”) ~~for~~. The Amended Purchase Agreement amends and restates, in its entirety, the ~~purpose~~receivables purchase agreement dated as of ~~enhancing~~July 12, 2019 (the “Original Purchase Agreement”). The Amended Purchase Agreement, among other things, extends the ~~Company’s liquidity. Under~~term of the ~~Securitization Facility,~~Original Purchase Agreement such that the SPE may sell certain receivables and request investments and letters of credit until the earlier of March 5, 2021 or a termination event, and contains customary representations and warranties, as well as affirmative and negative covenants.

Pursuant to the Original Purchase Agreement, certain of the Company’s subsidiaries ~~will sell~~sold their accounts receivable to the ~~SPE, which is a non-guarantor subsidiary.~~SPE. In turn, the SPE ~~may transfer~~transferred undivided ownership interests in such receivables to the bank in exchange for cash. ~~The Securitization Facility permits~~However, as 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 the SPE has not granted a security interest to anyone else~~. At September 30, 2019, receivables held by the SPE totaled $225.~~

~~Because the SPE maintains~~maintained effective control over the accounts receivable under the Original Purchase Agreement, the transfers of the ownership interests to the bank dodid not meet the criteria to account for the transfers as true sales. As a result, the Company accounted for the transfers as collateralized borrowings.

Pursuant to the Amended Purchase Agreement, the Company no longer maintains effective control over the transferred receivables, and therefore accounts for these transfers as sales of receivables. As a result, on March 9, 2020, the Company repurchased the then-outstanding receivables under the Securitization Facility ~~as collateralized borrowings.~~through repayment of the secured borrowings under the Original Purchase Agreement, resulting in net repayments of $110 for the three months ended March 31, 2020, and sold $125 of its receivables to the bank. These sales were transacted at 100% of the face value of the relevant receivables, resulting in derecognition of the receivables from the Company’s consolidated balance sheets. Cash received from collections of sold receivables is used to fund additional purchases of receivables at 100% of face value on a revolving basis, not to exceed $125, which is the ~~bank will become a short-term obligation of~~aggregate purchase limit. Subsequent to March 9, 2020, the Company received $60 of cash proceeds for receivables sold under the Amended Purchase Agreement, following which ~~will be fully-collateralized by all receivables held by~~it sold and derecognized the ~~SPE. The Securitization Facility is subject to interest charges against both the~~same amount of ~~outstanding borrowings~~incremental accounts receivable. The Company maintains continuing involvement as it acts as the servicer for the sold receivables and guarantees payment to the ~~amount~~bank. As collateral against the sold receivables, the SPE maintains a certain level of ~~available but undrawn commitments. The Securitization Facility bears a variable interest rate on outstanding borrowings~~unsold receivables, which amounted to $107 at March 31, 2020. During the three months ended March 31, 2020, the Company incurred less than $1 of servicing and ~~a fixed commitment fee on the average daily undrawn amount.~~ ~~Borrowings under~~other fees associated with the Securitization ~~Facility~~Facility. Costs associated with the sales of receivables are ~~classified~~reflected in ~~its~~the Company’s consolidated ~~balance sheets as a component~~statements of ~~its current liabilities due to~~operations for the ~~short-term nature of~~periods in which the ~~obligation. The net borrowings under the Securitization Facility since July 2019 amounted to $122, which remained outstanding as of September 30, 2019.~~sales occur.

During the third quarter of 2019, the Company entered into a financing arrangement, by which an external financing company funded certain of the Company’s annual insurance premiums for $11. During the three months ended ~~September 30, 2019,~~March 31, 2020, the Company made payments of $2$3. As of March 31, 2020, the Company has made cumulative payments of $8 to the financing company, and the remaining $9$3 is to be ~~repaid~~paid within the next twelve months.

The Company has required quarterly principal payments related to its senior secured 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 levels, as defined in the ~~amended and restated credit agreement, equivalent~~Credit Agreement. The Company is not required to ~~up to 50% of excess cash flows based on certain leverage targets with step-downs to 25% and 0% as actual leverage decreases to below a 3.50 to 1.00 leverage target.~~make additional principal payments in 2020.

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

	Year Ended December 31,
Remainder of 2019	$	3
2020		135
Remainder of 2020			$	10
2021		13		13
2022		13		13
2023		921		921
2024				13
Thereafter		2,952		2,944
Total principal maturities on debt	$	4,037	$	3,914

The Company’s senior secured ~~credit facilities~~terms loans due April 2025 are ~~also~~ subject to a springing maturity in the event that its 6.625% senior unsecured notes due May 2023 are not redeemed, repaid, modified, and/or refinanced within the 91-day period prior to their maturity date.

The following table sets forth the estimated fair values of the Company’s senior debt issues, which are based on quotes received from third-party brokers, and are classified as Level 2 financial instruments in the fair value hierarchy. The carrying value of the Securitization Facility ~~and financed insurance premiums approximate their~~approximates its fair value based on ~~their~~its short-term nature and maturity.

	September 30, 2019					December 31, 2018					March 31, 2020					December 31, 2019
	Carrying Value			Fair Value		Carrying Value			Fair Value		Carrying Value			Fair Value		Carrying Value			Fair Value
Senior secured term loans:
Tranche B-2 U.S. dollar term loan due May 2025	$	887		$	855	$	893		$	862
Tranche B-2 euro term loan due May 2025 (€345 at September 30, 2019 and €347 December 31, 2018)		377			371		396			394
Tranche B-2 U.S. dollar term loan due April 2025											$	882		$	776	$	884		$	865
Tranche B-2 euro term loan due April 2025 (€343 at March 31, 2020 and €344 at December 31, 2019)												378			314		383			378
Senior unsecured notes:
6.625% due May 2023		908			900		908			918		908			761		908			917
7.000% due May 2025		750			714		750			761		750			628		750			755
4.000% due May 2026 (€450 at September 30, 2019 and December 31, 2018)		493			452		513			487
4.000% due May 2026 (€450 at March 31, 2020 and December 31, 2019)												496			327		501			455
5.375% due May 2027		500			433		500			454		500			390		500			450
Securitization Facility		122			122		—			—		—			—		110			110
Other		9			9		—			—
Total senior debt		4,046		$	3,856		3,960		$	3,876		3,914		$	3,196		4,036		$	3,930
Less: Unamortized issue discounts		(9	)				(10	)				(8	)				(8	)
Less: Unamortized debt issuance costs		(30	)				(35	)				(27	)				(28	)
Total senior debt, net	$	4,007				$	3,915				$	3,879				$	4,000

The following table sets forth the components of the Company’s other liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Environmental remediation (1)	$	165	$	152
Employee-related costs (2)		111		130
Accrued litigation (1)		90		53
Employee-related costs (1)					$	107	$	113
Accrued litigation (2)						50		50
Environmental remediation (2)						323		332
Asset retirement obligations		55		51		65		68
Deferred revenue		5		7		5		8
Miscellaneous (3)		75		64		61		62
Total other liabilities	$	501	$	457	$	611	$	633

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,~~Separation, is subject to or required under the ~~separation-related~~Separation-related agreements executed prior to the ~~separation~~Separation to indemnify DuPont against various pending legal proceedings. It is not possible to predict the outcomes of these various lawsuits, claims, assessments, or proceedings. Except as noted below, while management believes it is reasonably possible that Chemours could incur losses in excess of the amounts accrued, if any, for the aforementioned proceedings, it does not believe any such loss would have a material impact on the Company’s consolidated financial position, results of operations, or 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 accruals 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 ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

The following table sets forth the current and long-term components of the Company’s accrued litigation and their balance sheet locations at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	March 31, 2020		December 31, 2019
Accrued Litigation:
Current accrued litigation	Other accrued liabilities (Note 16)	$	27	$	76	Other accrued liabilities (Note 13)	$	8	$	10
Long-term accrued litigation	Other liabilities (Note 18)		90		53	Other liabilities (Note 15)		50		50
Total accrued litigation		$	117	$	129		$	58	$	60

For information regarding the Company’s ongoing litigation and environmental remediation matters at its Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”), refer to “Fayetteville Works, Fayetteville, North Carolina” under the “Environmental Overview” within this “Note 16 – Commitments and Contingent Liabilities.”

In the ~~separation,~~Separation, DuPont assigned its asbestos docket to Chemours. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, there were approximately ~~1,300~~1,100 lawsuits pending 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 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 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, Chemours had an accrual of ~~$37~~$34 related to these matters.

In the ~~separation,~~Separation, DuPont assigned its benzene docket to Chemours. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, there were 16 ~~and 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.

Management believes that a loss is reasonably possible as to 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

Chemours does not, and has never, used “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) as a polymer processing aid and/or sold it as a commercial product. Prior to the Separation, the performance chemicals segment of DuPont made PFOA at ~~its~~ Fayetteville ~~North Carolina plant~~ and used PFOA as a processing aid in the manufacture of fluoropolymers and fluoroelastomers at certain sites, including: Washington Works, Parkersburg, West Virginia; Chambers Works, Deepwater, New Jersey; Dordrecht Works, Netherlands; Changshu Works, China; and, Shimizu, Japan. These sites are now owned and/or operated by Chemours.

At March 31, 2020 and December 31, 2019, Chemours maintained accruals of ~~$21 and $22~~$20 related to ~~the~~ PFOA matters under the Leach Settlement as discussed ~~below at September 30, 2019 and December 31, 2018, respectively.~~below. These accruals relate to DuPont’s obligations under agreements with the U.S. Environmental Protection Agency (“EPA”) and voluntary commitments to the New Jersey Department of Environmental Protection (“NJ DEP”). These obligations and voluntary commitments include surveying, sampling, and testing drinking water in and around certain Company sites, and 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. The Company will continue to work with the EPA and other authorities regarding the extent of work that may be required with respect to these matters.

In 2004, DuPont settled a class action captioned Leach v. DuPont, 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. Among the settlement terms, DuPont funded a series of health studies by an independent science panel of experts (“C8 Science Panel”) to evaluate available scientific evidence on whether any probable link exists, as defined in the settlement agreement, between exposure to PFOA and 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. Under the terms of the settlement, DuPont is obligated to fund up to $235 for a medical monitoring program for eligible class members and pay the administrative costs associated with the program, including class counsel fees. The court-appointed Director of Medical Monitoring implemented the program, and testing is ongoing with associated payments to service providers disbursed from an escrow account which the Company replenishes pursuant to the settlement agreement. As of ~~September 30, 2019,~~March 31, 2020, approximately $1.7 has been disbursed from escrow related to medical monitoring. While it is reasonably possible that the Company will incur additional costs related to the medical monitoring program, 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 6 area water districts and private well users. At ~~separation,~~Separation, this obligation was assigned to Chemours, and ~~is included in the $21 and $22~~$20 was accrued for these matters at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018, respectively.~~2019.

Further, under the Leach settlement, class members may pursue personal injury claims against DuPont only for those 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”) in Ohio federal court. These were resolved in March 2017 when DuPont entered into an agreement settling all MDL cases and claims, including all filed and unfiled personal injury cases and claims that were part of the plaintiffs’ counsel’s claims inventory, as well as cases tried to a jury verdict (“MDL Settlement”) for $670.7 in cash, with half paid by Chemours, and half paid by DuPont.

Concurrently with the MDL Settlement, DuPont and Chemours agreed to a limited sharing of potential future PFOA costs (indemnifiable losses, as defined in the ~~separation~~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~~Separation agreement. After the five-year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the ~~separation~~Separation agreement will continue unchanged. Chemours has also agreed that it will not contest its indemnification obligations to DuPont under the ~~separation~~Separation agreement for PFOA costs on the basis of ~~ostensible~~ defenses generally applicable to the indemnification provisions under the ~~separation~~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~~Separation agreement.

While all MDL lawsuits were dismissed or resolved through the MDL Settlement, the MDL Settlement did not resolve PFOA personal injury claims of plaintiffs who did not have cases or claims in the MDL or personal injury claims based on diseases first diagnosed after February 11, 2017. Since the resolution of the MDL, approximately 6178 personal injury cases have been filed and are pending in West Virginia or Ohio courts alleging status as a Leach class member. These cases are consolidated before the MDL court. A 6-plaintiff June 2020 trial involving kidney cancer matters will be rescheduled.

In March 2020, a 2-plaintiff trial before the MDL court ~~with trials~~resulted in: a mistrial in a kidney cancer case when the jury could not reach a verdict, and an award of $40 in compensatory and emotional distress damages and $10 in loss of consortium damages in a testicular cancer case. The jury found that DuPont’s conduct did not warrant punitive damages. The Company will appeal the verdict. Management believes that the probability of a loss regarding the verdict is remote, given numerous meritorious grounds for ~~2 plaintiffs scheduled in January 2020,~~post-trial motions and ~~for 6 plaintiffs in June 2020.~~appeal.

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 fraudulent transfer in the spin-off that created Chemours and seeks damages including remediation and other costs and punitive damages.

DuPont and Chemours have received governmental and regulatory inquiries and have been named in other litigations, including class actions, brought by individuals, municipalities, businesses, and water districts alleging exposure to and/or contamination from perfluorinated and polyfluorinated compounds (“PFAS”), including PFOA. Many ~~matters~~actions include an allegation of fraudulent transfer in the spin-off that created Chemours. Chemours has declined DuPont’s requests for indemnity for fraudulent transfer claims.

Chemours has responded to letters and inquiries from governmental law enforcement entities regarding PFAS, including in January 2020, a letter informing it that the U.S. Department of Justice, Consumer Protection Branch, and the United States Attorney’s Office for the Eastern District of Pennsylvania are considering whether to open a criminal investigation under the Federal Food, Drug, and Cosmetic Act and asking that it retain its documents regarding PFAS and food contact applications. Based upon the letter, we are presently unable to predict the duration, scope, or result of any potential governmental, criminal, or civil proceeding that may result, the imposition of fines and penalties, and/or other remedies. We are also unable to develop a reasonable estimate of a possible loss or range of losses, if any.

Chemours does not, and has never, manufactured aqueous film forming foam (“AFFF”). DuPont and Chemours have been named in 30several hundred matters, involving ~~aqueous film forming foam (“AFFF”),~~AFFF, which is used to extinguish hydrocarbon-based (i.e., Class B) fires and subject to U.S. military specifications. ~~Of these~~Most matters 21 have been transferred to or filed directly into a multidistrict litigation (“AFFF MDL”) in South Carolina federal ~~court.~~court or identified by a party for transfer. The matters pending in the AFFF MDL ~~include three purported class actions and~~ allege damages as a result of contamination, ~~or exposure to AFFF,~~ in most cases due to migration from military installations or ~~airports.~~airports, or personal injury from exposure to AFFF. Plaintiffs seek to recover damages for investigating, monitoring, remediating, treating, and otherwise responding to the contamination. Others have claims for personal injury, property diminution, and punitive damages. ~~A number of matters allege fraudulent transfer.~~

There are 9 AFFF lawsuits pending outside the AFFF MDL that have not been designated by a party for inclusion in ~~state courts across~~ the ~~country.~~MDL. These matters identifying DuPont and/or Chemours as a defendant are:

Valero Refining (“Valero”) ~~filed seven~~has six pending state court lawsuits filed commencing in June 2019 regarding its Tennessee, Texas, Oklahoma, California, ~~Ohio~~ and Louisiana 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 August 2019, a putative class action was filed in Alaska state court seeking class status for property owners whose groundwater has been contaminated by AFFF use at Fairbanks International Airport, a nearby fire training facility and other state operations.~~Plaintiffs also allege fraudulent transfer. Damages sought include cost of remediation, monitoring, medical monitoring, diminution of property value, cost of replacement water and punitive damages.~~

In September 2019, a lawsuit alleging personal injury resulting from exposure to AFFF in Long Island drinking water was filed by 4 individuals in New York state court. Plaintiffs also allege violation of New York Uniform Fraudulent Conveyance Act and seek compensatory and punitive damages, and medical monitoring. 

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, New York, and Michigan have ~~each~~ filed 2 lawsuits against defendants, including DuPont and Chemours, relating to the alleged contamination of state natural resources with PFAS ~~compounds.~~compounds either from AFFF and/or other unidentified sources. 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 1 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, as well as the state of New York, is against alleged manufacturers of AFFF, including DuPont and Chemours. This second action generally demands that the defendants pay for all costs to respond to contamination of the state’s property and resources and other damages. All these lawsuits include counts for fraudulent ~~transfer, either under state law or uniform acts.~~transfer.

DuPont has also been named in approximately 5150 lawsuits pending in New York courts, which are not 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 7 of these lawsuits.~~ NaN other lawsuits in New York have been filed by a business seeking to recover its losses and by nearby property owners and residents in a putative class action seeking medical monitoring, compensatory and 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 PFAS, including PFOA, into a river leading to the town’s water source, and seeks compensatory and punitive damages.

In February 2018, the New Jersey-American Water Company, Inc. (“NJAW”) filed suit against DuPont and Chemours in New Jersey federal court alleging that discharges in violation of the 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 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~~perfluorooctanesulfonic acid (“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 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 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, 3M and DuPont, alleging ~~that they are responsible~~responsibility for PFAS contamination, including PFOA and PFOS, in drinking water and the environment in the nearby community. ~~The suit also names 3M, DuPont and~~Although initially named in the lawsuit, Chemours ~~asserting they sold PFAS containing materials to the electroplating companies.~~was subsequently dismissed. 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 August 2019, 68 Long Island water suppliers filed lawsuits in New York federal court against defendants including DuPont and Chemours regarding alleged PFAS, PFOA, and PFOS contamination through releases from industrial and manufacturing facilities and business locations where PFAS-contaminated water was used for irrigation and sites where consumer products were disposed.  The complaints allege products liability, negligence, nuisance, trespass, and fraudulent transfer.  Plaintiffs seek declaratory and injunctive relief, as well as compensatory and punitive damages.

In November 2019, 30 residents filed a lawsuit in New Jersey state court against DuPont, Chemours, and other defendants alleging that they are responsible for PFAS contamination, including PFOA and PFOS, in groundwater and drinking water. Plaintiffs have claims for medical monitoring, property value diminution, trespass, and punitive damages.

In November 2019, the City of Rome, Georgia filed suit against numerous carpet manufacturers located in Dalton, Georgia, suppliers, DuPont, and Chemours in Georgia state court alleging negligence, nuisance, and trespass in the release of perfluorinated compounds, including PFOA, into a river leading to the town’s water source. City of Rome alleges damages to property and lost profits, and expenses for abatement and remediation and punitive damages.

In December 2019, a putative class action was filed in Georgia state court on behalf of customers of the Rome, Georgia water division and the Floyd County, Georgia water department against numerous carpet manufacturers located in Dalton, Georgia, suppliers, DuPont, and Chemours in Georgia state court alleging negligence and nuisance and related to the release of perfluorinated compounds, including PFOA, into a river leading to their water sources. The matter was removed to federal court. Damages sought include compensatory damages for increased water surcharges, as well as punitive damages and injunctive relief for abatement and remediation.

In March 2019, the NJ DEP issued two Directives and filed 4 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~~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~~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~~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.~~Separation. The alleged pollutants listed in the Salem County and Middlesex County matters above include PFAS. Each lawsuit also alleges fraudulent transfer.

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.

~~Management~~With the exception of the trial verdict in the testicular cancer case noted above, management believes that it is reasonably possible that the Company could incur losses related to 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~~seven lawsuits, including ~~one~~two putative class ~~action,~~actions (one in which class certification was denied), pending against DuPont by area residents concerning the U.S. Smelter and Lead Refinery multi-party Superfund site in East Chicago, Indiana. 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,” often referred to as “Superfund”).~~other damages. At ~~separation,~~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. 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.

At its Fayetteville, North Carolina facility, the Company continues to capture and separately dispose of process waste water containing the polymerization processing aid hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer Acid”) and other perfluorinated and polyfluorinated compounds. The Company believes that discharges to the Cape Fear River, site surface water, groundwater, and air emissions have not impacted the safety of drinking water in North Carolina and is cooperating with a variety of ongoing inquiries and investigations from federal, state, and local authorities, regulators, and other governmental 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 which held a hearing at which Chemours offered testimony. There is 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 2017, the North Carolina Department of Environmental Quality (“NC DEQ”) issued a 60-day notice of intent to suspend the permit for the Fayetteville facility and the State of North Carolina filed an action in North Carolina state court regarding the discharges seeking a temporary restraining order and preliminary injunction, as well as other relief, including abatement and site correction. A partial Consent Order was entered partially resolving the State’s action in return for the Company’s agreement to continue and supplement the voluntary waste water disposal measures it had previously commenced and to provide certain information. In November 2017, the NC DEQ informed the Company that it was suspending the process waste water discharge permit for the Fayetteville facility. The Company thereafter commenced the capture and separate disposal of all process waste water from the Fayetteville facility related to 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 (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). The Company continues to have active dialogue with NC DEQ and CFRW regarding the additional actions to be taken under the Consent Order and will submit a Corrective Action Plan for onsite groundwater remediation to NC DEQ and CFRW in December 2019. The Company accrued an additional $2 during the third quarter of 2019 and had total accrued liabilities of $83 for this matter at September 30, 2019, of which, $54 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 type of water treatment systems required, the cost of proposed water treatment systems, the number of affected properties, and any related operation, maintenance, and monitoring (“OM&M”) requirements, assessed fines and penalties, and other charges contemplated by the Consent Order. As implementation of the Company’s obligations under the Consent Order proceed, an additional loss is considered probable but not estimable at this time.

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, or if the Consent Order is modified, 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 DuPont and Chemours in North Carolina federal court relating to discharges from the Fayetteville site. These actions include a consolidated action brought by public water suppliers seeking damages and injunctive relief, a consolidated purported class 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, and an action by private well owners seeking compensatory and punitive damages. It is possible that additional litigation may be filed against the Company and/or DuPont concerning the discharges. Ruling on the Company’s motions in April 2019, the court dismissed the medical monitoring, injunctive demand, and many other alleged causes of actions in these lawsuits.

It is not possible at this point to predict the timing, course, or outcome of all governmental and regulatory inquiries and 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 October 2019, ~~the Electrical Workers Pension Fund, Local 103 (“IBEW”) filed~~ a putative class action was filed in Delaware federal court ~~alleging that~~against Chemours and certain of its ~~officers~~officers. Following appointment of lead plaintiff, the New York State Teachers’ Retirement System, and counsel, the plaintiff filed an amended complaint alleging that the defendants violated the Securities and Exchange Act of 1934 by making materially false and misleading statements and omissions in public disclosures regarding environmental liabilities and litigation matters assigned to Chemours in connection with its spin-off from DuPont. The ~~IBEW~~amended complaint seeks a class of purchasers of ~~the~~ Chemours stock between February 16, 2017 and August 1, 2019 and ~~alleges~~demands compensatory damages and fees. ~~The Company believes the suit is without merit and intends to vigorously defend against it. It is possible that additional actions may be filed concerning the same subject matter.~~

Management believes that it is not possible at this time to reasonably assess the outcome of this litigation or to estimate the loss or range of loss, if any, as the matter is in the early stages with significant issues to be resolved. The Company believes that it has insurance coverage applicable to this matter and has presented a claim. If the Company were not to prevail in the litigation and were to fail to secure insurance coverage or ample insurance coverage, the impact could be material to the Company’s results of operations, financial position, and cash flows.

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. The suspension was subsequently lifted on appeal, and the matter is before the Supreme Court of Mexico. A second similar complaint was filed in September 2019, and again, a suspension of construction was granted. Chemours ~~will file~~has filed an appeal. In the event that the suspension of construction is ultimately upheld, the Company would incur $26 of contract termination fees with a third-party services provider.

At ~~September 30, 2019~~March 31, 2020, the Company had $144 of long-lived assets under construction at the facility, $6$7 of other related prepaid costs, and ~~approximately $50~~$51 of the Company’s goodwill assigned to the Mining Solutions reporting unit. Management believes these amounts are recoverable as of ~~September 30, 2019.~~March 31, 2020.

Chemours, due to the terms of ~~its separation-related~~the Separation-related agreements with DuPont, 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.~~which are attributable to DuPont’s activities before it spun-off Chemours. Much of this liability results from the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA,” often referred to as “Superfund”), the Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and ~~global~~foreign 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.~~technologies and the Company’s planned remedial responses, which are derived from environmental studies, sampling, testing, and analyses. 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.~~Separation-related agreements. These accrued liabilities are undiscounted and do not include claims against ~~third-parties.~~third parties. Costs related to environmental remediation are charged to expense in the period ~~incurred.~~that the associated liability is accrued.

The following table sets forth the components of the Company’s environmental remediation liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, and ~~illustrates~~for the five sites that are deemed the most significant by ~~management.~~management, including Fayetteville as further discussed below.

The following table sets forth the current and long-term components of the Company’s environmental remediation liabilities and their balance sheet locations at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.


	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	March 31, 2020		December 31, 2019
Environmental Remediation:
Current environmental remediation	Other accrued liabilities (Note 16)	$	74	$	74	Other accrued liabilities (Note 13)	$	73	$	74
Long-term environmental remediation	Other liabilities (Note 18)		165		152	Other liabilities (Note 15)		323		332
Total environmental remediation		$	239	$	226		$	396	$	406

Notes to the ~~consolidated balance sheets included liabilities relating to these matters of $239 and $226, respectively, which,~~Interim Consolidated Financial Statements (Unaudited)

(Dollars in ~~management’s opinion, are appropriate based on existing facts and circumstances.~~ millions, except per share amounts)

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 operation, maintenance, and monitoring (“OM&M&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. In addition, for claims that Chemours may be required to indemnify DuPont pursuant to the ~~separation-related~~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. While the Company currently estimates that,~~costs and, under adverse changes in ~~view of that uncertainty,~~circumstances, although deemed remote, the potential liability may range up to approximately ~~$570~~$540 above the amount accrued at ~~September 30, 2019, the amounts could be substantially higher than this range under adverse changes in circumstances.~~March 31, 2020.

Chemours incurred environmental remediation expenses of ~~$10~~$15 and ~~$42~~$33 for the three ~~and nine~~ months ended March 31, 2020 and 2019, respectively.

Fayetteville has been in operation since the 1970s and is located next to the Cape Fear River southeast of the City of Fayetteville, North Carolina. Hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer Acid”) is manufactured at Fayetteville. The Company has operated the site since its separation from DuPont in 2015.

The Company believes that discharges from Fayetteville to the Cape Fear River, site surface water, groundwater, and air emissions have not impacted the safety of drinking water in North Carolina. The Company is cooperating with a variety of ongoing inquiries and investigations from federal, state, and local authorities, regulators, and other governmental entities.

Consent Order with North Carolina Department of Environmental Quality (“NC DEQ”)

In September ~~30,~~2017, the NC DEQ issued a 60-day notice of intent to suspend the National Pollutant Discharge Elimination System (“NPDES”) permit for Fayetteville, and the State of North Carolina filed an action in North Carolina state court regarding site discharges, seeking a temporary restraining order and preliminary injunction, as well as other relief, including abatement and site correction. The state court entered a partial consent order resolving NC DEQ’s motion for a temporary restraining order.

In November 2017, NC DEQ informed the Company that it was suspending the NPDES permit for Fayetteville. The Company thereafter commenced the capture and separate disposal of all process wastewater from Fayetteville related to the Company’s own operations.

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 (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.

In July 2018, Cape Fear River Watch (“CFRW”), a non-profit organization, sued NC DEQ in North Carolina state court, seeking to require NC DEQ to take additional actions at Fayetteville. 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.

In February 2019, ~~respectively,~~the North Carolina Superior Court for Bladen County approved a Consent Order (“CO”) between NC DEQ, CFRW and $8the Company, resolving the State’s and ~~$32~~CFRW’s lawsuits and other matters (including Notices of Violation (“NOVs”) issued by the State). Under the terms of the CO, Chemours paid $13 in March 2019 to cover a civil penalty and investigative costs and agreed to certain compliance measures (with stipulated penalties for failures to do so), including the following:

The following table sets forth the components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville at March 31, 2020 and December 31, 2019.

The following table sets forth the current and long-term components of the Company’s accrued environmental remediation liabilities related to PFAS at Fayetteville and their balance sheet locations at March 31, 2020 and December 31, 2019.

Fayetteville operates multiple permitted air discharge stacks, blowers, and vents as part of its manufacturing activities. A thermal oxidizer (“TO”) became fully operational at the site on December 27, 2019, and Chemours switched to the permitted operating scenario for the TO on December 31, 2019 as set forth in the CO. The TO is designed to reduce aerial PFAS emissions from Fayetteville, and, on March 30, 2020, Chemours announced that testing results conducted in the first 90 days of operation show that the TO is controlling PFAS emissions at an average efficiency exceeding 99.999%. Testing was conducted by Chemours and monitored by the North Carolina Division of Air Quality (“NC DAQ”). Environmental costs are capitalized and subsequently depreciated if the costs extend the useful life of the property, increase the property’s capacity, and/or reduce or prevent contamination from future operations.

The CO requires the Company to provide permanent replacement drinking water supplies, including via connection to public water supply, whole building filtration units and/or RO units, to qualifying surrounding residents, businesses, schools, and public buildings with private drinking water wells. The qualifying area residents whose drinking water wells have tested above the state provisional health goal of 140 parts per trillion (ppt) for GenX may be eligible for public water or a whole building filtration system. Area residents whose drinking water wells have tested above 10 ppt for GenX or other perfluorinated compounds (“Table 3 Compounds”) are eligible for three under-sink RO units. The Company provides bottled drinking water to a residence when it becomes eligible for a replacement drinking water supply, and ~~nine months ended September 30, 2018, respectively.~~continues to provide delivery of bottled drinking water to these homeowners until the eligible supply is established or installed.

The Company’s estimated liability for off-site replacement drinking water supplies 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 surrounding properties, response rates to the Company’s offer, the timing of expiration offers made to the property owners, the type of water treatment systems selected (i.e., whole building filtration or RO units), the cost of the selected water treatment systems, and any related OM&M requirements, assessed fines and penalties, and other charges contemplated by the CO. For off-site drinking water supplies, OM&M is accrued for 20 years on an undiscounted basis based on the Company’s current plans under the CO. In the first quarter of 2020, an additional $5 was accrued for additional qualifying properties in the vicinity surrounding Fayetteville based on latest available test results offset by a decline in response rates to the Company’s offer to provide remediation. Under the terms of the CO, Chemours must make the offer to property owners in writing multiple times, and property owners have approximately one year to accept the Company’s offer before it expires. It is estimated that $44 of disbursements related to off-site replacement drinking water supplies and toxicity studies will be made over approximately 20 years.

Abatement and remediation measures already taken by Chemours, including the capture and separate disposal of its operations’ process wastewater and other interim actions, have addressed and abated nearly all PFAS discharges from the Company’s continuing operations at Fayetteville. However, the Company continues to have active dialogue with NC DEQ and other stakeholders regarding the potential remedies that are both economically and technologically feasible to achieve the CO objectives related to site surface water and groundwater.

In the fourth quarter of 2019, the Company completed and submitted its Cape Fear River PFAS Loading Reduction Plan - Supplemental Information Report and Corrective Action Plan (“CAP”) to NC DEQ. The Supplemental Information Report provides information to support the evaluation of potential remedial options to reduce PFAS loadings to surface waters, including interim alternatives. The CAP describes potential remediation activities to address PFAS in on-site groundwater and surface waters at the site, in accordance with the requirements of the CO and the North Carolina groundwater standards, and builds on the previous submissions to NC DEQ. The NC DEQ made the CAP available for public review and comment until April 6, 2020. The Company is currently awaiting formal response to the CAP from NC DEQ following the conclusion of the public comment period. Active dialogue with NC DEQ and other stakeholders regarding the selection of interim alternatives is ongoing.

The Company’s estimated liability for the remediation activities that are probable and estimable is based on the CAP and management’s assessment of the current facts and circumstances, which are subject to various assumptions including the transport pathways (being pathways by which PFAS reaches the Cape Fear River) which will require remedial actions, the types of interim and permanent site surface water and on-site remedies and treatment systems selected and implemented, the estimated cost of such potential remedies and treatment systems, and any related OM&M requirements, and other charges contemplated by the CO.

The CAP also addresses remediation of on-site groundwater and proposes an interim action of extraction of groundwater from existing monitoring wells and treatment prior to discharge. Chemours also proposes to simultaneously proceed with detailed design and engineering of a permanent on-site groundwater treatment system alternative, including collection of extensive pre-design data, while holding a final decision on which alternative should be selected, with approval by NC DEQ, until that design and engineering work is complete (approximately two years). The actual cost of a permanent on-site groundwater treatment system primarily depends on the determination of certain significant design details, notably the actual barrier wall installation method (i.e., slurry wall vs. steel sheets), configuration of extraction wells, and extraction rates.

Accordingly, in the fourth quarter of 2019, based on the CO, the CAP, and management’s plans, which are based on current regulations and technology, the Company accrued an additional $132 related to the estimated cost of on-site remediation. The incremental estimated remediation liability, based on current potential remedial options, is primarily comprised of $42 of construction costs, which are projected to be paid through 2025, and $88 of related OM&M requirements, which is projected to be paid over a period of approximately 20 years. The final costs of any selected remediation will depend primarily on the final approved design and actual labor and material costs.

It is possible that issues relating to site discharges in various transport pathways, the selection of remediation alternatives to achieve PFAS loading reductions, or the operating effectiveness of the TO could result in further litigation and/or regulatory demands with regards to Fayetteville, including potential permit modifications. It is also possible that, as additional data is collected on the transport pathways and dialogue continues with NC DEQ and other stakeholders, the type or extent of remediation actions required to achieve the objectives committed to in the CO may change (increase or decrease). If such issues arise, or if the CO is amended, an additional loss is reasonably possible, but not estimable at this time.

The Company 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 (“U.S. Attorney”) and the Environmental Natural Resources Division of the U.S. Department of Justice regarding their investigation into a potential violation of the CWA. In March 2020, the U.S. Attorney notified the Company that, after an extensive review of the law and all the facts, it declined to pursue any criminal action against Chemours and is closing its file.

An NOV was received from the EPA in February 2019 alleging certain TSCA violations at Fayetteville. Matters raised in the NOV could have the potential to affect operations at Fayetteville. The Company responded to the EPA in March 2019, asserting that the Company has not violated environmental laws. As of March 31, 2020, management does not believe that a loss is probable related to the matters in this NOV.

In 2019, civil actions were filed against DuPont and Chemours in North Carolina federal court relating to discharges from Fayetteville. These actions include a consolidated action brought by public water suppliers seeking damages and injunctive relief, a consolidated purported class 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, and an action by private well owners seeking compensatory and punitive damages. Ruling on the Company’s motions in April 2019, the court dismissed the medical monitoring, injunctive demand, and many other alleged causes of actions in these lawsuits. It is possible that additional litigation may be filed against the Company and/or DuPont concerning the discharges.

It is not possible at this point to predict the timing, course, or outcome of all governmental and regulatory inquiries and notices and litigation, and it is reasonably possible that these matters could materially affect the Company’s financial position, results of operations, and cash flows. 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. It is possible that additional developments similar to those described above and centering on Fayetteville could arise in other locations.

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 the open market from time to time, subject to management’s discretion, as well as general business and market conditions. The Company’s 2018 Share Repurchase Program became effective on August 1, 2018 and will continue through the earlier of its expiration on December 31, 2020, or the completion of repurchases up to the approved amount. The program may be suspended or discontinued at any time. All common shares purchased under the 2018 Share Repurchase Program are expected to be held as treasury stock and accounted for using the cost method.

As of September 30, 2019, the Company has purchased a cumulative 15,245,999 shares of Chemours’ issued and outstanding common stock under the 2018 Share Repurchase Program, which amounted to $572 at an average share price of $37.52 per share. The aggregate amount of Chemours’ common stock that remained available for purchase under the 2018 Share Repurchase Program at September 30, 2019 was $428.

The Company’s total stock-based compensation expense ~~was $4 and $18~~amounted to $8 for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 and ~~$5 and $20 for the three and nine months ended September 30, 2018, respectively.~~2019.

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, Chemours granted approximately ~~840,000~~2,750,000 non-qualified stock options to certain of its ~~employees, of which 760,000 non-qualified stock options were granted in the first quarter of 2019.~~employees. These awards will vest over a three-year period and expire 10 years from the date of grant. The fair value of the Company’s stock options ~~are~~is based on the Black-Scholes valuation model.

The following table sets forth the assumptions used at grant date to determine the fair value of the Company’s stock option awards that were granted during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

	Nine Months Ended September 30, 2019			Three Months Ended March 31, 2020
Risk-free interest rate		2.53	%		0.94	%
Expected term (years)		6.05			6.00
Volatility		48.05	%		53.18	%
Dividend yield		2.81	%		6.93	%
Fair value per stock option	$	13.66		$	3.74

The Company recorded $2$5 and $8$4 in stock-based compensation expense specific to its stock options for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and $1 and $7 in stock-based compensation expense specific to its stock options for the three and nine months ended September 30, 2018,~~ respectively. At ~~September 30, 2019,~~March 31, 2020, approximately ~~6,190,000~~8,260,000 stock options remained outstanding.

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, Chemours granted approximately ~~190,000~~410,000 restricted stock units (“RSUs”) to certain of its ~~employees, of which 150,000 RSUs were granted in the first quarter of 2019.~~employees. These awards will vest over a three-year period and, upon vesting, convert 1-for-one to Chemours’ common stock. The fair value of the RSUs is based on the market price of the underlying common stock at the grant date.

The Company recorded ~~$1 and $5~~$2 in stock-based compensation expense specific to its RSUs for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020 and ~~$1 and $6 in stock-based compensation expense specific to its RSUs for the three and nine months ended September 30, 2018, respectively.~~2019. At ~~September 30, 2019,~~March 31, 2020, approximately ~~220,000~~1,050,000 RSUs remained non-vested.

During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, Chemours granted approximately ~~240,000~~540,000 performance share units (“PSUs”) to key senior management ~~employees, of which 200,000 PSUs were granted in the first quarter of 2019.~~employees. Upon vesting, these awards convert 1-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 nine months ended September 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 nine months ended September 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 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 conditions are satisfied.

The Company recorded ~~less than~~ $1 and $5$2 in stock-based compensation expense specific to its PSUs for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and $3 and $7 in stock-based compensation expense specific to its PSUs for the three and nine months ended September 30, 2018,~~ respectively. At ~~September 30, 2019,~~March 31, 2020, approximately ~~570,000~~900,000 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 2 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~~In the first ~~and third quarters~~quarter of ~~2019,~~2020, the Company executed an open market ~~transactions~~transaction to purchase the Company’s common stock on behalf of its ESPP ~~participants. The company purchased~~participants, which amounted to approximately ~~58,000~~75,000 shares ~~for $1 and approximately 83,000 shares for $2 for the three and nine months ended September 30, 2019, respectively.~~at $1.

In the ordinary course of business, Chemours enters into contractual arrangements ~~(i.e., derivatives)~~ to reduce its exposure to foreign currency risks. The Company has established a ~~derivative program to be utilized for~~ financial risk management program, which currently includes three distinct risk management ~~strategies:~~instruments: (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~~financial risk management program reflects varying levels of exposure coverage and time horizons based on an assessment of risk. The ~~derivative~~ program operates within Chemours’ financial risk management policies and guidelines, 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 ~~September 30, 2019,~~March 31, 2020, the Company had 1317 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$399,~~$439, and an average maturity of one month. At December 31, ~~2018,~~2019, the Company had 2016 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$503,~~$530, and an average maturity of one month. Chemours recognized net ~~gains~~losses of $1$6 and ~~less than $1~~$2 in other income (expense), net for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and net gains of $14 and $8 for the three and nine months ended September 30, 2018, respectively, on its foreign currency forward contracts in other income, net.~~respectively.

At ~~September 30, 2019,~~March 31, 2020, the Company had ~~142~~128 foreign currency forward contracts outstanding under ~~Chemours’~~its cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$128,~~$95, and an average maturity of four months. At December 31, ~~2018,~~2019, the Company had 75150 foreign currency forward contracts outstanding under ~~Chemours’~~its cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$143,~~$124, and an average maturity of ~~four~~five months. ~~The Company~~Chemours recognized pre-tax gains of ~~$5 and $7~~$2 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and a pre-tax loss of $1 and a pre-tax gain of $6 for the three and nine months ended September 30, 2018~~ on its cash flow hedge within accumulated other comprehensive loss. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, $2 and $8$3 of gain was reclassified to the cost of goods sold from accumulated other comprehensive ~~loss. For the three and nine months ended September 30, 2018, $1 of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss.~~loss, respectively.

The Company expects to reclassify an approximate $6$3 of net gain from accumulated other comprehensive loss to the cost of goods sold over the next 12 months, based on current foreign currency exchange rates.

The Company recognized pre-tax gains of ~~$33 and $36~~$10 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~respectively, and a pre-tax loss of $11 and a pre-tax gain of $2 for the three and nine months ended September 30, 2018, respectively,~~ on its net investment ~~hedges~~hedge within accumulated other comprehensive loss. NaN amounts were reclassified from accumulated other comprehensive loss for the Company’s net investment hedges during the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

The following table sets forth the fair value of the Company’s derivative assets and liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

		Fair Value Using Level 2 Inputs					Fair Value Using Level 2 Inputs
	Balance Sheet Location	September 30, 2019		December 31, 2018		Balance Sheet Location	March 31, 2020		December 31, 2019
Asset derivatives:
Foreign currency forward contracts not designated as a hedging instrument	Accounts and notes receivable, net (Note 9)	$	1	$	1	Accounts and notes receivable, net (Note 8)	$	1	$	1
Foreign currency forward contracts designated as a cash flow hedge	Accounts and notes receivable, net (Note 9)		4		3	Accounts and notes receivable, net (Note 8)		2		1
Total asset derivatives		$	5	$	4		$	3	$	2

Liability derivatives:
Foreign currency forward contracts not designated as a hedging instrument	Other accrued liabilities (Note 16)	$	1	$	1	Other accrued liabilities (Note 13)	$	—	$	1
Total liability derivatives		$	1	$	1		$	—	$	1

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

The following table sets forth the pre-tax changes in fair value of the Company’s financial instruments for the three months ended March 31, 2020 and 2019.

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

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

The following table sets forth the Company’s net periodic pension (cost) income and amounts recognized in other comprehensive income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Service cost	$	(3	)	$	(4	)	$	(9	)	$	(11	)	$	(3	)	$	(3	)
Interest cost		(4	)		(4	)		(13	)		(13	)		(2	)		(5	)
Expected return on plan assets		12			14			38			43			4			13
Amortization of actuarial loss		(6	)		(4	)		(18	)		(12	)		(3	)		(5	)
Amortization of prior service gain		1			—			2			2			1			—
Settlement loss		(3	)		(2	)		(4	)		(2	)		—			(1	)
Total net periodic pension (cost) income	$	(3	)	$	—		$	(4	)	$	7
Total net periodic pension cost													$	(3	)	$	(1	)

Net loss	$	—		$	—		$	(3	)	$	—
Prior service benefit		—			—			5			—
Amortization of actuarial loss													$	3		$	5
Amortization of prior service gain		(1	)		—			(2	)		(1	)		(1	)		—
Amortization of actuarial loss		6			4			18			11
Settlement loss		3			2			4			2			—			1
Effect of foreign exchange rates		9			(2	)		10			3			1			3
Benefit recognized in other comprehensive income		17			4			32			15			3			9
Total changes in plan assets and benefit obligations recognized in other comprehensive income	$	14		$	4		$	28		$	22		$	—		$	8

The Company made cash contributions of $2$8 and ~~$15~~$6 to its defined benefit pension plans during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and $4 and $12 for the three and nine months ended September 30, 2018,~~ respectively, and expects to make additional cash contributions of $6$10 to its defined benefit pension plans during the remainder of ~~2019.~~2020. The Company’s future contributions to its defined benefit pension plans are dependent on market-based discount rates, and, as stated in “Note 1 – Background, Description of the Business, and Basis of Presentation” to these interim consolidated financial statements, may differ due to the impacts of the COVID-19 pandemic on the macroeconomic environment.

Chemours’ reportable segments are Fluoroproducts, Chemical Solutions, and Titanium Technologies. Corporate costs and certain legal and environmental expenses, 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 any write-downs of assets.

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

The following table sets forth certain summary financial information for the Company’s reportable segments for the three months ended March 31, 2020 and 2019.

Corporate and Other depreciation and amortization expense amounted to $9 and $8 for the three months ended March 31, 2020 and 2019, respectively.

~~The following table sets forth certain summary financial information for the Company’s reportable segments for the three and nine months ended September 30, 2019 and 2018.~~

Corporate and Other depreciation and amortization expense amounted to $8 and $24 for the three and nine months ended September 30, 2019, respectively, and $8 and $21 for the three and nine months ended September 30, 2018, respectively.

The following table sets forth a reconciliation of segment Adjusted EBITDA to the Company’s consolidated net income before income taxes for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
Segment Adjusted EBITDA	$	282		$	474		$	906		$	1,525		$	293		$	300
Corporate and Other Adjusted EBITDA		(34	)		(39	)		(113	)		(126	)		(36	)		(38	)
Interest expense, net		(53	)		(47	)		(156	)		(148	)		(54	)		(51	)
Depreciation and amortization		(78	)		(71	)		(232	)		(213	)		(79	)		(76	)
Non-operating pension and other post-retirement employee benefit (cost) income		(1	)		4			5			18
Exchange gains (losses), net		5			(6	)		2			(4	)
Non-operating pension and other post-retirement employee benefit income														—			3
Exchange (losses) gains, net														(24	)		6
Restructuring, asset-related, and other charges (1)		(34	)		(12	)		(49	)		(32	)		(11	)		(8	)
Loss on extinguishment of debt		—			—			—			(38	)
Gain on sales of assets and businesses (2)		9			—			11			45
Transaction costs		—			—			(1	)		(9	)		(2	)		—
Legal charges (3)		(5	)		(34	)		(43	)		(45	)
Legal and environmental charges (2)														(10	)		(29	)
Income before income taxes	$	91		$	269		$	330		$	973		$	77		$	107

On April 8, 2020, as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19, the Company drew $300 from its Revolving Credit Facility. The borrowings were made pursuant to the Credit Agreement, for which the material terms are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. There were 0 borrowings outstanding on the Revolving Credit Facility at the time of the draw. The Company does not currently expect to use the proceeds from these borrowings; however, the Company may use the proceeds in the future for working capital needs or other general corporate purposes.

The following guarantor condensed consolidating financial information is included in accordance with Rule 3-10 of Regulation S-X (“Rule 3-10”) in connection with the subsidiary guarantees of the “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”). As of the dates indicated, each series of the Notes was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, subject to certain exceptions, by the same group of subsidiaries of the Parent Issuer (together, “Guarantor Subsidiaries”). Each of the Guarantor Subsidiaries is 100% owned by the Company. None of the other subsidiaries of the Company, either direct or indirect, guarantee the Notes (together, “Non-Guarantor Subsidiaries”). Pursuant to the indentures governing the Notes, the Guarantor Subsidiaries 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 its wholly-owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of 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 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 and the related notes thereto.

Three Months Ended September 30, 2019

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
810

$
910

$
(330
)

$
1,390

Cost of goods sold

—

739

693

(336
)

1,096

Gross profit

—

71

217

6

294

Selling, general, and administrative expense

4

96

34

(4
)

130

Research and development expense

—

18

2

—

20

Restructuring, asset-related, and other charges

—

22

12

—

34

Total other operating expenses

4

136

48

(4
)

184

Equity in earnings of affiliates

—

—

9

—

9

Equity in earnings (loss) of subsidiaries

106

(1
)

—

(105
)

—

Interest expense, net

(52
)

—

(1
)

—

(53
)
Intercompany interest income (expense), net

11

4

(15
)

—

—

Other income (expense), net

6

40

(17
)

(4
)

25

Income before income taxes

67

(22
)

145

(99
)

91

(Benefit from) provision for income taxes

(9
)

(6
)

30

—

15

Net income (loss)

76

(16
)

115

(99
)

76

Net income (loss) attributable to Chemours
$
76

$
(16
)

$
115

$
(99
)

$
76

Comprehensive income attributable to Chemours
$
51

$
(16
)

$
65

$
(49
)

$
51

Nine Months Ended September 30, 2019

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
2,544

$
2,718

$
(1,089
)

$
4,173

Cost of goods sold

—

2,215

2,138

(1,093
)

3,260

Gross profit

—

329

580

4

913

Selling, general, and administrative expense

19

314

108

(18
)

423

Research and development expense

—

56

5

—

61

Restructuring, asset-related, and other charges

—

37

12

—

49

Total other operating expenses

19

407

125

(18
)

533

Equity in earnings of affiliates

—

—

25

—

25

Equity in earnings (loss) of subsidiaries

364

(3
)

—

(361
)

—

Interest (expense) income, net

(159
)

1

2

—

(156
)
Intercompany interest income (expense), net

28

13

(41
)

—

—

Other income (expense), net

20

108

(29
)

(18
)

81

Income before income taxes

234

41

412

(357
)

330

(Benefit from) provision for income taxes

(31
)

7

89

—

65

Net income

265

34

323

(357
)

265

Net income attributable to Chemours
$
265

$
34

$
323

$
(357
)

$
265

Comprehensive income attributable to Chemours
$
273

$
34

$
304

$
(338
)

$
273

Three Months Ended September 30, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
987

$
1,103

$
(462
)

$
1,628

Cost of goods sold

—

769

834

(452
)

1,151

Gross profit

—

218

269

(10
)

477

Selling, general, and administrative expense

5

122

40

(4
)

163

Research and development expense

—

18

2

—

20

Restructuring, asset-related, and other charges

—

12

—

—

12

Total other operating expenses

5

152

42

(4
)

195

Equity in earnings of affiliates

—

—

10

—

10

Equity in earnings (loss) of subsidiaries

308

(1
)

—

(307
)

—

Interest (expense) income, net

(51
)

1

3

—

(47
)
Intercompany interest income (expense), net

13

3

(16
)

—

—

Loss on extinguishment of debt

—

—

—

—

—

Other income (expense), net

2

52

(26
)

(4
)

24

Income before income taxes

267

121

198

(317
)

269

(Benefit from) provision for income taxes

(8
)

(31
)

33

—

(6
)
Net income

275

152

165

(317
)

275

Less: Net income attributable to non-controlling interests

—

—

—

—

—

Net income attributable to Chemours
$
275

$
152

$
165

$
(317
)

$
275

Comprehensive income attributable to Chemours
$
304

$
152

$
202

$
(354
)

$
304

Nine Months Ended September 30, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Net sales
$
—

$
3,071

$
3,493

$
(1,390
)

$
5,174

Cost of goods sold

—

2,403

2,590

(1,390
)

3,603

Gross profit

—

668

903

—

1,571

Selling, general, and administrative expense

28

339

119

(20
)

466

Research and development expense

—

56

5

—

61

Restructuring, asset-related, and other charges

—

31

1

—

32

Total other operating expenses

28

426

125

(20
)

559

Equity in earnings of affiliates

—

—

32

—

32

Equity in earnings of subsidiaries

983

2

—

(985
)

—

Interest (expense) income, net

(159
)

2

9

—

(148
)
Intercompany interest income (expense), net

35

6

(41
)

—

—

Loss on extinguishment of debt

(38
)

—

—

—

(38
)
Other income (expense), net

22

146

(33
)

(20
)

115

Income before income taxes

815

398

745

(985
)

973

(Benefit from) provision for income taxes

(39
)

31

127

—

119

Net income

854

367

618

(985
)

854

Less: Net income attributable to non-controlling interests

—

—

1

—

1

Net income attributable to Chemours
$
854

$
367

$
617

$
(985
)

$
853

Comprehensive income attributable to Chemours
$
855

$
367

$
618

$
(985
)

$
855

September 30, 2019

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
143

$
551

$
—

$
694

Accounts and notes receivable, net

—

70

762

—

832

Intercompany receivables

19

1,028

375

(1,422
)

—

Inventories

—

660

646

(83
)

1,223

Prepaid expenses and other

—

57

17

4

78

Total current assets

19

1,958

2,351

(1,501
)

2,827

Property, plant, and equipment

—

7,074

2,200

—

9,274

Less: Accumulated depreciation

—

(4,632
)

(1,122
)

—

(5,754
)
Property, plant, and equipment, net

—

2,442

1,078

—

3,520

Operating lease right-of-use assets

—

284

23

—

307

Goodwill and other intangible assets, net

—

162

14

—

176

Investments in affiliates

—

—

184

—

184

Investments in subsidiaries

4,339

149

—

(4,488
)

—

Intercompany notes receivable

1,250

—

—

(1,250
)

—

Other assets

7

151

283

1

442

Total assets
$
5,615

$
5,146

$
3,933

$
(7,238
)

$
7,456

Liabilities

Current liabilities:

Accounts payable
$
—

$
598

$
350

$
—

$
948

Short-term and current maturities of long-term debt

13

10

126

—

149

Intercompany payables

841

205

376

(1,422
)

—

Other accrued liabilities

61

307

179

(1
)

546

Total current liabilities

915

1,120

1,031

(1,423
)

1,643

Long-term debt, net

3,862

92

53

—

4,007

Operating lease liabilities

—

240

14

—

254

Intercompany notes payable

—

—

1,250

(1,250
)

—

Deferred income taxes

1

119

88

—

208

Other liabilities

—

421

80

—

501

Total liabilities

4,778

1,992

2,516

(2,673
)

6,613

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

837

3,154

1,411

(4,565
)

837

Non-controlling interests

—

—

6

—

6

Total equity

837

3,154

1,417

(4,565
)

843

Total liabilities and equity
$
5,615

$
5,146

$
3,933

$
(7,238
)

$
7,456

December 31, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Assets

Current assets:

Cash and cash equivalents
$
—

$
239

$
962

$
—

$
1,201

Accounts and notes receivable, net

—

297

564

—

861

Intercompany receivables

2

1,057

91

(1,150
)

—

Inventories

—

483

749

(85
)

1,147

Prepaid expenses and other

—

58

26

—

84

Total current assets

2

2,134

2,392

(1,235
)

3,293

Property, plant, and equipment

—

6,870

2,122

—

8,992

Less: Accumulated depreciation

—

(4,591
)

(1,110
)

—

(5,701
)
Property, plant, and equipment, net

—

2,279

1,012

—

3,291

Goodwill and other intangible assets, net

—

167

14

—

181

Investments in affiliates

—

—

160

—

160

Investments in subsidiaries

4,487

11

—

(4,498
)

—

Intercompany notes receivable

1,150

—

—

(1,150
)

—

Other assets

17

154

274

(8
)

437

Total assets
$
5,656

$
4,745

$
3,852

$
(6,891
)

$
7,362

Liabilities

Current liabilities:

Accounts payable
$
—

$
637

$
500

$
—

$
1,137

Current maturities of long-term debt

13

—

—

—

13

Intercompany payables

698

92

360

(1,150
)

—

Other accrued liabilities

21

341

198

(1
)

559

Total current liabilities

732

1,070

1,058

(1,151
)

1,709

Long-term debt, net

3,902

57

—

—

3,959

Intercompany notes payable

—

—

1,150

(1,150
)

—

Deferred income taxes

8

143

82

(16
)

217

Other liabilities

—

372

85

—

457

Total liabilities

4,642

1,642

2,375

(2,317
)

6,342

Commitments and contingent liabilities

Equity

Total Chemours stockholders’ equity

1,014

3,103

1,471

(4,574
)

1,014

Non-controlling interests

—

—

6

—

6

Total equity

1,014

3,103

1,477

(4,574
)

1,020

Total liabilities and equity
$
5,656

$
4,745

$
3,852

$
(6,891
)

$
7,362

Nine Months Ended September 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 (1)
$
163

$
(419
)

$
745

$
(239
)

$
250

Cash flows from investing activities

Purchases of property, plant, and equipment

—

(324
)

(61
)

—

(385
)
Intercompany investing activities

—

37

(344
)

307

—

Acquisition of business, net

—

(10
)

—

—

(10
)
Proceeds from sales of assets and businesses, net

—

5

2

—

7

Proceeds from life insurance policies

—

1

—

—

1

Cash used for investing activities

—

(291
)

(403
)

307

(387
)
Cash flows from financing activities

Proceeds from revolving loan

150

—

—

—

150

Repayments on revolving loan

(150
)

—

—

—

(150
)
Proceeds from accounts receivable securitization facility

—

—

125

125

Debt repayments

(10
)

(2
)

(3
)

—

(15
)
Payments on finance leases

—

—

(2
)

—

(2
)
Purchases of treasury stock, at cost

(322
)

—

—

—

(322
)
Intercompany financing activities (1)

315

616

(863
)

(68
)

—

Proceeds from exercised stock options, net

8

—

—

—

8

Payments related to tax withholdings on
vested stock awards

(30
)

—

—

—

(30
)
Payments of dividends

(124
)

—

—

—

(124
)
Cash (used for) provided by financing activities

(163
)

614

(743
)

(68
)

(360
)
Effect of exchange rate changes on cash and cash equivalents

—

—

(10
)

—

(10
)
Decrease in cash and cash equivalents

—

(96
)

(411
)

—

(507
)
Cash and cash equivalents at January 1,

—

239

962

—

1,201

Cash and cash equivalents at September 30,
$
—

$
143

$
551

$
—

$
694

Nine Months Ended September 30, 2018

Parent Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations and Adjustments

Consolidated

Cash flows from operating activities

Cash provided by (used for) operating activities
$
2

$
(138
)

$
1,017

$
—

$
881

Cash flows from investing activities

Purchases of property, plant, and equipment

—

(259
)

(85
)

—

(344
)
Intercompany investing activities

—

76

(897
)

821

—

Acquisition of business, net

—

(37
)

—

—

(37
)
Proceeds from sales of assets and businesses, net

—

46

—

—

46

Foreign exchange contract settlements, net

—

8

—

—

8

Cash used for investing activities

—

(166
)

(982
)

821

(327
)
Cash flows from financing activities

Proceeds from issuance of debt, net

520

—

—

—

520

Debt repayments

(675
)

—

—

—

(675
)
Payments related to extinguishment of debt

(29
)

—

—

—

(29
)
Payments of debt issuance costs

(12
)

—

—

—

(12
)
Purchases of treasury stock, at cost

(520
)

—

—

—

(520
)
Intercompany financing activities

821

—

—

(821
)

—

Proceeds from exercised stock options, net

15

—

—

—

15

Payments related to tax withholdings on
vested stock awards

(16
)

—

—

—

(16
)
Payments of dividends

(106
)

—

—

—

(106
)
Cash used for financing activities

(2
)

—

—

(821
)

(823
)
Effect of exchange rate changes on cash and cash equivalents

—

—

(12
)

—

(12
)
(Decrease) increase in cash and cash equivalents

—

(304
)

23

—

(281
)
Cash and cash equivalents at January 1,

—

761

795

—

1,556

Cash and cash equivalents at September 30,
$
—

$
457

$
818

$
—

$
1,275

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) supplements the unaudited 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 for the periods presented.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, which is now a subsidiary of Corteva, Inc., a Delaware ~~corporation.~~corporation, unless the context otherwise requires.

This MD&A should be read in conjunction with the unaudited Interim Consolidated Financial Statements and the related notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited Consolidated Financial Statements and the related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the 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,” and similar expressions, among others, generally identify “forward-looking 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 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 that are beyond 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. Factors that could cause or contribute to these differences include, but are not limited to, the risks, uncertainties, and other factors discussed in the Forward-looking Statements and the Risk Factors sections in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, and as otherwise as discussed in this report, ~~and our Annual Report on Form 10-K.~~particularly as it pertains to the current novel coronavirus disease (“COVID-19”). 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 chemicals products for markets, including plastics and coatings, refrigeration and air conditioning, general industrial, electronics, mining, and oil refining. Our principal products include refrigerants, industrial fluoropolymer resins, sodium cyanide, performance chemicals and intermediates, and 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 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.

We are committed to creating value for our customers 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~~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 global workforce, increased sustainability of our products, and becoming carbon positive. We call this responsible chemistry – it is rooted in who we are, and we expect that our Corporate Responsibility ~~commitment~~Commitment will drive sustainable, long-term earnings growth.

The COVID-19 pandemic has, to date, resulted in millions of confirmed infections, over 200,000 deaths, and continues to spread throughout the world. As a global provider of performance chemicals that are key inputs in end-products and processes in a variety of industries, a pandemic presents obstacles that can adversely impact our supply chain effectiveness and efficiencies, our manufacturing operations, customer demand for our products, and ultimately, our financial results. Throughout the outbreak and subsequent stages of the COVID-19 pandemic that have occurred thus far, above all, we have remained steadfast in our commitment to the health, safety, and well-being of our employees and their families, while serving our customers, and conserving cash to ensure the continuity of our business operations into the future.

Specific to the first quarter of 2020, we experienced minimal disruption in our operations and business-related activities as a result of the COVID-19 pandemic. We are taking a number of measures to promote the safety and security of our employees, including requiring remote working arrangements for employees where practicable, the imposition of travel restrictions, limiting non-essential visits to plant sites, performing health checks before every shift, and providing personal protective equipment for our “essential” operations employees at our sites and labs. Due to reduced consumer demand for certain of our customers’ end-products, we have witnessed the initial negative impact of COVID-19 in our results of operations, specific to certain of our businesses and certain markets in which we operate. As many of our products are key inputs for our customers’ uses in end-products, many of which are used by consumers, we anticipate that weakened consumer demand will continue to have a negative impact on our financial results in the future. Refer to the “Segment Reviews” and “2020 Outlook” sections within this MD&A for further considerations regarding the quickly evolving market dynamics that are impacting our businesses and our associated response. We cannot predict with certainty the potential impact of the COVID-19 pandemic on our customers’ ability to manufacture their products, as well as any potential future disruptions in our supply chain due to restrictions on travel and transport, regional quarantines, and other social distancing measures. The risks and uncertainties posed by this significant, widespread event are enumerable and far-reaching, including but not limited to those described in Item 1A – Risk Factors in this Quarterly Report on Form 10-Q.

Despite the health and safety, business continuity, and macroeconomic challenges associated with conducting business in the current environment, we remain committed to anticipating and meeting the demands of our customers, as they, like us, navigate uncharted territory. As a precautionary measure in light of macroeconomic uncertainties driven by COVID-19, we drew $300 million from our revolving credit facility on April 8, 2020. We continue to anticipate that our available cash, cash from operations, and existing debt financing arrangements will provide us with sufficient liquidity through at least May 2021. Additionally, we continue to engage in scenario planning, and, as further discussed in the “2020 Outlook” and “Liquidity and Capital Resources” sections of this MD&A, we are implementing a range of actions aimed at temporarily reducing costs and preserving liquidity, including exercising careful discretion in our near-term operating and capital spending decisions. If the macroeconomic situation deteriorates or the duration of the pandemic is extended, we will evaluate additional cost actions, as necessary, as the operational and financial impacts to our Company continue to evolve.

In ~~July 2019, we,~~March 2020, through a wholly-owned special purpose entity, we entered into an amended and restated receivables purchase agreement (the “Amended Purchase Agreement”) under our accounts receivable securitization facility (“Securitization Facility”). The Amended Purchase Agreement amends and restates, in its entirety, the receivables purchase agreement dated as of July 12, 2019 (the “Original Purchase Agreement”). Under the Amended Purchase Agreement, we no longer maintain effective control over the receivables that have been transferred to ~~enhance our liquidity. The net borrowings~~the bank, and such transfers are considered true sales of receivables. As a result, on March 9, 2020, we repurchased the then-outstanding receivables under the Securitization Facility ~~since July 2019 amounted~~through repayment of the secured borrowings under the Original Purchase Agreement, resulting in net repayments of $110 million for the three months ended March 31, 2020, and sold $125 million of our receivables (the “Aggregate Purchase Limit”) to ~~$122 million, which remained outstanding as~~the bank. The receivables were sold at 100% of ~~September 30, 2019. The proceeds~~face value and were ~~used to pay down~~derecognized from our ~~outstanding revolving loan balance.~~consolidated balance sheets.

In an effort to better align our cost structure with ~~market opportunities~~our financial objectives, we recorded estimated severance ~~charges~~costs of ~~$17~~$8 million during the three months ended ~~September 30, 2019. This charge includes $2 million related to our exit~~March 31, 2020. The majority of the ~~Methylamines and Methylamides business as discussed below. Impacted~~impacted employees are subject to our customary involuntary termination benefits. The majority of the impacted employees will separate from the Company, ~~during~~and the ~~fourth quarter~~majority of ~~2019.~~the associated severance payments will be made, by the end of 2020.

Also in the third quarter of 2019, we announced plans to exit the Methylamines and Methylamides business at our Belle, West Virginia manufacturing plant. As a result, for the three and nine months ended September 30, 2019 we recorded charges of approximately $10 million for property, plant, and equipment and $2 million for other asset impairment charges. As of September 30, 2019, we incurred, in the aggregate, $14 million in restructuring charges related to these activities, including asset-related charges. We expect to incur additional charges of $22 million for property, plant, and equipment and other assets through the remainder of 2019, and additional restructuring charges, including decommissioning and dismantling, of approximately $11 million through 2020, all of which relates to Chemical Solutions.38

The following table sets forth our results of operations for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions, except per share amounts)	2019			2018			2019			2018			2020			2019
Net sales	$	1,390		$	1,628		$	4,173		$	5,174		$	1,305		$	1,376
Cost of goods sold		1,096			1,151			3,260			3,603			1,007			1,080
Gross profit		294			477			913			1,571			298			296
Selling, general, and administrative expense		130			163			423			466			125			156
Research and development expense		20			20			61			61			24			22
Restructuring, asset-related, and other charges		34			12			49			32			11			8
Total other operating expenses		184			195			533			559			160			186
Equity in earnings of affiliates		9			10			25			32			8			8
Interest expense, net		(53	)		(47	)		(156	)		(148	)		(54	)		(51	)
Loss on extinguishment of debt		—			—			—			(38	)
Other income, net		25			24			81			115
Other (expense) income, net														(15	)		40
Income before income taxes		91			269			330			973			77			107
Provision for (benefit from) income taxes		15			(6	)		65			119
(Benefit from) provision for income taxes														(23	)		13
Net income		76			275			265			854			100			94
Less: Net income attributable to non-controlling interests		—			—			—			1
Net income attributable to Chemours	$	76		$	275		$	265		$	853		$	100		$	94
Per share data
Basic earnings per share of common stock	$	0.46		$	1.56		$	1.60		$	4.77		$	0.61		$	0.56
Diluted earnings per share of common stock		0.46			1.51			1.58			4.62			0.61			0.55

The following table sets forth the ~~impact~~impacts of price, volume, currency, and ~~currency~~portfolio changes on our net sales for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018.~~2019.

Our net sales decreased by ~~$238~~$71 million (or ~~15%~~5%) to ~~$1.4~~$1.3 billion for the three months ended ~~September 30, 2019,~~March 31, 2020, compared with net sales of ~~$1.6~~$1.4 billion for the same period in ~~2018.~~2019. The components of the decrease in our net sales by segment for the three months ended ~~September 30, 2019~~March 31, 2020 were as follows: in our Fluoroproducts segment, price declined 4% and volume was down ~~2%, price declined 4%, and unfavorable currency movements added a 1% headwind to segment net sales;~~8%; in our Chemical Solutions segment, price declined 4%, volume was ~~up 1%~~down 7%, and ~~price declined 11%;~~portfolio change led to a 20% decrease; and, in our Titanium Technologies segment, ~~volume~~price declined 8% and ~~price were down 20% and 2%, respectively.~~

Our net sales decreased by $1.0 billion (or 19%) to $4.2 billion for the nine months ended September 30, 2019, compared with net sales of $5.2 billion for the same period in 2018. The components of the decrease in our net sales by segment for the nine months ended September 30, 2019 were as follows: in our Fluoroproducts segment, volume was ~~down 5%, price declined 2%, and unfavorable~~up 19%. Unfavorable currency movements also added a 1% headwind to ~~segment~~ net ~~sales;~~sales in our ~~Chemical Solutions segment, volume~~Fluoroproducts and ~~price decline by 8% and 3%, respectively; and, in our~~ Titanium Technologies ~~segment, volume was down 30%, while unfavorable currency movements added a 1% headwind to segment net sales.~~segments.

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~~Reviews” section within this MD&A&A..

Our cost of goods sold (“COGS”) decreased by ~~$55~~$73 million (or ~~5%) and $343 million (or 10%~~7%) to ~~$1.1 billion and $3.3~~$1.0 billion for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, compared with COGS of ~~$1.2 billion and $3.6~~$1.1 billion for the same ~~periods~~period in ~~2018.~~2019. The ~~decreases~~decrease in our COGS for the three ~~and nine~~ months ended ~~September 30, 2019 were~~March 31, 2020 was primarily attributable to lower net sales, ~~volumes, which were partially offset by~~as well as lower distribution, freight, and logistics expenses. In comparison with the ~~impacts~~prior year quarter, we also did not incur costs in the first quarter of ~~operational headwinds.~~2020 associated with unplanned outages at certain of our operating facilities, or costs incurred due to the start-up of our Opteon^TM refrigerants facility in Corpus Christi, Texas. Our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility also contributed to the reduction in COGS.

Our selling, general, and administrative (“SG&A”) expense decreased by ~~$33~~$31 million (or 20%) to ~~$130~~$125 million for the three months ended ~~September 30, 2019,~~March 31, 2020, compared with SG&A expense of ~~$163~~$156 million for the same period in ~~2018.~~2019. The decrease in our SG&A expense for the three months ended ~~September 30, 2019 was primarily attributable to lower costs for certain legal matters.~~

Our SG&A expense decreased by $43 million (or 9%) to $423 million for the nine months ended September 30, 2019, compared with SG&A expense of $466 million for the same period in 2018. The decrease in our SG&A expense for the nine months ended September 30, 2019March 31, 2020 was primarily attributable to lower performance-related compensation ~~and~~ costs, as well as $18 million incurred ~~for our 2018 debt transactions that were not repeated~~ in ~~2019, and lower costs for certain legal matters. 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~~legal and ~~other~~environmental matters atrelated to our Fayetteville Works site in Fayetteville, North Carolina, ~~facility.~~which did not recur in the first quarter of 2020.

Our research and development expense was largely unchanged at ~~$20~~$24 million and ~~$61 million, and $20 million and $61~~$22 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Our restructuring, asset-related, and other charges increased by ~~$22~~$3 million (or ~~greater than 100%) and $17 million (or 53%~~38%) to ~~$34 million and $49~~$11 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, compared with restructuring, asset-related, and other charges of ~~$12 million and $32~~$8 million for the same ~~periods~~period in ~~2018.~~

2019. Our restructuring, asset-related, and other charges for the three months ended ~~September 30, 2019~~March 31, 2020 were primarily ~~composed~~attributable to $8 million of employee separation charges ~~related to~~incurred in connection with our ~~2019~~2020 Restructuring ~~Program, including our plans to exit the Methylamines and Methylamides business at the Belle, WV manufacturing plant, both announced in the third quarter of 2019.~~

Program. Our restructuring, asset-related, and other charges for the ~~nine months ended September 30, 2019 primarily consisted of the aforementioned~~ three months ended ~~September 30,~~March 31, 2019 ~~charges plus continuing~~were primarily attributable to $6 million of decommissioning and dismantling-related charges associated with the demolition and removal of certain unused buildings at our Chambers Works site in Deepwater, ~~NJ and the Reactive Metals Solutions business in Niagara Falls, NY.~~

Our restructuring, asset-related, and other charges for the three and nine months ended September 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.New Jersey.

Our equity in earnings of affiliates ~~decreased by $1~~was largely unchanged at $8 million (or 10%) and $7 million (or 22%) to $9 million and $25 million for the three and nine months ended September 30, 2019, respectively, compared with equity in earnings of affiliates of $10 million and $32 million for the same periods in 2018.

~~The decrease in our equity in earnings of affiliates~~ for the three months ended ~~September 30, 2019 was primarily attributable to global automotive market softness for our investees in the Fluoroproducts segment.~~

~~The decrease in our equity in earnings of affiliates for the nine months ended September 30, 2019 was primarily attributable to global semiconductor~~March 31, 2020 and ~~automotive market softness for our investees in the Fluoroproducts segment.~~2019.

Our interest expense, net increased by $6$3 million (or ~~13%) and $8 million (or 5%~~6%) to ~~$53 million and $156~~$54 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, compared with interest expense, net of ~~$47 million and $148~~$51 million for the same ~~periods~~period in ~~2018.~~

2019. The increase in our interest expense, net for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to ~~lower amounts of~~a $2 million reduction in interest income ~~and capitalized interest due to~~earned on lower cash and cash equivalents balances ~~and~~held throughout the ~~completion or stoppage of certain of our large-scale construction projects, respectively.~~

The increase in our interest expense, net for the nine months ended September 30, 2019 was primarily attributable to lower amounts of interest income and capitalized interest due to the aforementioned reasons, which more than offset the impact of any reduced interest costs resulting from our 2018 debt transactions.

~~We incurred a loss on extinguishment of debt of $38 million for the nine months ended September 30, 2018 in connection with our 2018 debt transactions.~~quarter.

Our other income (expense), net ~~increased~~decreased by $1$55 million ~~(or 4%) and decreased $34 million (or 30%)~~ to ~~$25 million and $81~~other expense, net of $15 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, compared with other income, net of ~~$24 million and $115~~$40 million for the same ~~periods~~period in ~~2018.~~

2019. The ~~increase~~decrease in our other income, net ~~for the three months ended September 30, 2019~~ was primarily attributable to ~~recognition~~changes in net exchange gains and losses of $30 million, driven by unfavorable movements in several foreign currencies and our foreign currency forward contracts during the ~~previously deferred non-cash gain of $9~~quarter ended March 31, 2020. We also experienced a decrease in miscellaneous income, which is primarily attributable to $23 million ~~associated with the sale of the Repauno site in Gibbstown, NJ. The gain had been deferred until certain environmental obligations had been fulfilled. This was offset by~~ lower European Union (“EU”) fluorinated greenhouse gas (“~~F-gas”~~F-Gas”) quota authorization sales.

~~The decrease in our other income, net~~Provision for the nine months ended September 30, 2019 was primarily attributable to a $42 million gain on our sale of land in Linden, New Jersey during the first quarter of 2018, which was not repeated in 2019. This decrease was partially offset by the recognition of the previously deferred non-cash gain of $9 million, associated with the sale of the Repauno site in Gibbstown, NJ.

~~Our provisions~~(benefit from) income taxes amounted to a benefit from income taxes of $23 million and a provision for income taxes ~~were $15 million and $65~~of $13 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, respectively, which represented effective tax rates of ~~16% and 20%, respectively, compared with benefit from and provision for income taxes of $6 million and $119 million for the same periods in 2018, which represented effective tax rates of approximately~~ negative 2%30% and 12%, respectively. The ~~change~~$36 million decrease in ~~the Company’s effective tax rate~~our provision for income taxes for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to $5 ~~million~~ decreased profitability and changes to our geographic mix of ~~additional~~earnings. We also recorded an income tax ~~expense on~~benefit of $18 million, which was related to the ~~revaluation~~United States Internal Revenue Service acceptance of ~~certain deferred~~a non-automatic accounting method change that allows for the recovery of tax ~~assets and liabilities as result of the increased corporate tax rate~~basis for ~~a certain foreign subsidiary, $3~~depreciation, which had been previously disallowed. Our benefit from income taxes was partially offset by $7 million of lower income tax benefits related to ~~windfalls on its~~ share-based ~~payments, reduced profitability and the geographic mix of its earnings. The change in the Company’s effective tax rate for the three months ended September 30, 2018 was primarily attributable to~~ $payments.17 million in income tax benefits related to the reversal of the valuation allowance on carryforward foreign tax credits, $14 million in income tax benefits related to the filing of the Company’s 2017 U.S. tax return and the associated adjustments on the revaluation of certain deferred tax assets and liabilities as a result of the reduced corporate tax rate, and the Company’s geographic mix of earnings.

The ~~change in the Company’s effective tax rate for the nine months ended September 30, 2019 were primarily attributable to $5~~ ~~million~~ of additional income tax expense on the revaluation of certain deferred tax assets and liabilities as result of the increased corporate tax rate for a certain foreign subsidiary, $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, $8 million of lower income tax benefits related to windfalls on its share-based payments, reduced profitability and the geographic mix of its earnings. The change in the Company’s effective tax rate for the nine months ended September 30, 2018 was primarily attributable to $17 million in income tax benefits related to the reversal of the valuation allowance on carryforward foreign tax credits, $14 million in income tax benefits related to the filing of the Company’s 2017 U.S. tax return and the associated adjustments on the revaluation of certain deferred tax assets and liabilities as a result of the reduced corporate tax rate, and the Company’s geographic mix of earnings.Chemours Company

Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is the primary measure of segment ~~performance~~profitability used by our Chief Operating Decision Maker (“CODM”) and is defined as income (loss) before income taxes, excluding the following:

A reconciliation of Adjusted EBITDA to net income attributable to Chemours for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ is included in the “Non-GAAP Financial Measures” section of this MD&A.

The following table sets forth our Adjusted EBITDA by segment for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2019			2018			2019			2018			2020			2019
Fluoroproducts	$	122		$	182		$	461		$	619		$	140		$	159
Chemical Solutions		23			24			55			50			15			15
Titanium Technologies		137			268			390			856			138			126
Corporate and Other		(34	)		(39	)		(113	)		(126	)		(36	)		(38	)
Total Adjusted EBITDA	$	248		$	435		$	793		$	1,399		$	257		$	262

The following ~~chart~~table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Fluoroproducts segment for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2019			2018			2019			2018			2020			2019
Segment net sales	$	636		$	682		$	2,034		$	2,213		$	600		$	687
Adjusted EBITDA		122			182			461			619			140			159
Adjusted EBITDA margin		19	%		27	%		23	%		28	%		23	%		23	%

The following table sets forth the impacts of price, volume, currency, and ~~currency~~portfolio changes on our Fluoroproducts segment’s net sales for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018.~~2019.

Our Fluoroproducts segment’s net sales decreased by ~~$46~~$87 million (or 7%13%) to ~~$636~~$600 million for the three months ended ~~September 30, 2019,~~March 31, 2020, compared with segment net sales of ~~$682~~$687 million for the same period in ~~2018.~~2019. The decrease in segment net sales for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to decreases in volume and price of 8% and 4%, respectively. Volumes declined due to lower demand for our refrigerants and polymers, which was driven by ~~decreases~~softness in ~~price~~the automotive and other global end-markets. The spread of COVID-19 throughout the first quarter of 2020 drove further reductions in segment net sales volumes, starting in the Asia Pacific region. Towards the end of 4%the first quarter of 2020, the virus had become a global pandemic and ~~2%, respectively. Illegal~~led to additional volumes impacts, as original equipment manufacturer (“OEM”) shutdowns began to take place in the automotive sector, affecting our customers in the EU and the United States. Prices declined during the three months ended March 31, 2020, driven by illegal imports of legacy hydrofluorocarbon (“HFC”) refrigerants into the EU, in violation of the ~~region’s~~EU’s F-gas regulations, ~~impacted both volume~~ and price during the quarter; and, volumes also declined due to lower demand for our legacy base refrigerants and polymers due to softness in the global automotive and electronics markets. These decreases were partially offset by volume increases from the continued adoption of Opteon^TM ~~products in mobile applications and the positive impact of high-grade Fluoropolymer sales.~~other market dynamics. Unfavorable currency movements added a 1% headwind to the segment’s net sales during the ~~quarter.~~

~~Our Fluoroproducts segment’s net sales decreased by $179 million (or 8%) to $2.0 billion for the nine~~three months ended September 30, 2019, compared with segment net sales of $2.2 billion for the same period in 2018. The decrease in segment net sales for the nine months ended September 30, 2019 was primarily attributable to decreases in price and volume of 2% and 5%, respectively. Illegal imports of legacy hydrofluorocarbon (“HFC”) refrigerants into the EU in violation of the region’s F-gas regulations impacted both volume and price during the quarter; and, volumes also declined due to lower demand for our legacy base refrigerants and polymers due to softness in the global automotive and electronics markets. These decreases were partially offset by volume increases from the continued adoption of Opteon^TMMarch 31, 2020. products in mobile applications and the positive impact of high-grade Fluoropolymer sales. Unfavorable currency movements added a 1% headwind to the segment’s net sales during the nine months ended September 30, 2019.

~~For~~Segment Adjusted EBITDA decreased by $19 million (or 12%) to $140 million for the three months ended ~~September 30, 2019, segment Adjusted EBITDA decreased by $60 million (or 33%) to $122 million and Adjusted EBITDA margin decreased by approximately 800 basis points to 19%,~~March 31, 2020, compared with segment Adjusted EBITDA of ~~$182~~$159 million ~~and Adjusted EBITDA margin of 27%~~ for the same period in ~~2018. These declines primarily resulted from~~2019. Segment Adjusted EBITDA margin was unchanged at 23% when compared with the aforementioned impacts of illegal imports and other volume and price impacts along with operational headwinds, as well as lower F-Gas quota sales. These declines were partially offset by lower cost of goods sold from increased production at our new Corpus Christi Opteon^TM~~site~~

~~For the nine months ended September 30, 2019,~~prior year quarter. The decrease in segment Adjusted EBITDA decreased by $158 million (or 26%) to $461 million and Adjusted EBITDA margin decreased by approximately 500 basis points to 23%, compared with segment Adjusted EBITDA of $619 million and Adjusted EBITDA margin of 28% for the same period in 2018. These decreases werewas primarily attributable to the aforementioned decreases in the volume and price and unfavorable currency ~~movements.Additionally, we experienced increased costs for~~movements in the ~~nine~~segment’s net sales. Our F-gas quota authorization sales also decreased by $23 million when compared with the three months ended ~~September~~March 31, 2019. However, segment Adjusted EBITDA margin remained constant with the three months ended March 31, 2019, ~~due~~which was attributable to ~~the start-up~~our resolution of unplanned outages that occurred at certain of our ~~new~~operating facilities in the first quarter of 2019, as well as the cost savings associated with ramping up production at our Opteon^TM refrigerants facility in Corpus Christi, ~~Texas~~, Texas.~~and unplanned outages at some facilities.~~

The following ~~chart~~table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Chemical Solutions segment for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2019			2018			2019			2018			2020			2019
Segment net sales	$	140		$	155		$	404		$	453		$	92		$	134
Adjusted EBITDA		23			24			55			50			15			15
Adjusted EBITDA margin		17	%		16	%		14	%		11	%		16	%		11	%

The following table sets forth the impacts of price, volume, currency, and ~~currency~~portfolio changes on our Chemical Solutions segment’s net sales for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018.~~2019.

Our Chemical Solutions segment’s net sales decreased by ~~$15~~$42 million (or ~~10%~~31%) to ~~$140~~$92 million for the three months ended ~~September 30, 2019,~~March 31, 2020, compared with segment net sales of ~~$155~~$134 million for the same period in ~~2018.~~2019. The decrease in segment net sales for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to ~~lower prices, primarily in Performance Chemicals and Intermediates, mainly~~portfolio change, which was driven by ~~mix~~our exit of the Methylamines and ~~raw material cost pass-throughs as stipulated in certain contracts.~~

~~Our Chemical Solutions segment’s~~Methylamides business at our Belle, West Virginia production facility. Segment net sales volumes decreased 7%, driven by ~~$49 million (or 11%) to $404 million for~~ the ~~nine months ended September 30, 2019,~~impacts of the COVID-19 pandemic on end-market demand. Average prices decreased 4%, driven by lower raw materials pass-throughs and regional customer mix compared with ~~segment net sales of $453 million for~~ the same period in 2018. The decrease in segment net sales for the nine months ended September 30, 2019 was primarily attributable to operational issues at a key customer mine in Mining Solutions, lower prices for certain Performance Chemicals and Intermediates products, mainly driven by mix and raw material cost pass-throughs as stipulated in certain contracts.

~~For~~Segment Adjusted EBITDA remained constant at $15 million for the three months ended ~~September 30, 2019, segment Adjusted EBITDA decreased by $1 million (or 4%) to $23 million, while Adjusted EBITDA margin improved to 17% compared with segment Adjusted EBITDA of $24 million~~March 31, 2020 and ~~Adjusted EBITDA margin of 16% for the same period in 2018. The impact of lower sales was largely offset by increased license income and lower cost of goods sold.~~

~~For the nine months ended September 30, 2019, segment Adjusted EBITDA increased by $5 million (or 11%) to $55 million and~~2019. Segment Adjusted EBITDA margin increased by approximately ~~300~~500 basis points to ~~14%,~~16% for the three months ended March 31, 2020, compared with segment ~~Adjusted EBITDA of $50 million and~~ Adjusted EBITDA margin of 11% for the same period in ~~2018. These increases were~~2019. The increase in segment Adjusted EBITDA margin for the three months ended March 31, 2020 was primarily attributable to ~~increased license income, lower costs~~the cost savings associated with ~~certain capital projects~~our exit of the Methylamines and ~~lower cost of goods sold, offset by the aforementioned decreases in net sales due to price and volume.~~Methylamides business at our Belle, West Virginia production facility.

The following ~~chart~~table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2019			2018			2019			2018			2020			2019
Segment net sales	$	614		$	791		$	1,735		$	2,508		$	613		$	555
Adjusted EBITDA		137			268			390			856			138			126
Adjusted EBITDA margin		22	%		34	%		22	%		34	%		23	%		23	%

The following table sets forth the impacts of price, volume, currency, and ~~currency~~portfolio changes on our Titanium Technologies segment’s net sales for the three ~~and nine~~ months ended ~~September 30, 2019,~~March 31, 2020, compared with the same ~~periods~~period in ~~2018.~~2019.

Our Titanium Technologies segment’s net sales ~~decreased~~increased by ~~$177~~$58 million (or ~~22%~~10%) to ~~$614~~$613 million for the three months ended ~~September 30, 2019,~~March 31, 2020, compared with segment net sales of ~~$791~~$555 million for the same period in ~~2018.~~2019. The ~~decrease~~increase in segment net sales for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to a ~~20% decrease~~19% increase in ~~volume, primarily due to lower~~volume. Despite the onset of the COVID-19 pandemic, we experienced steady demand for our products throughout the quarter, delivering increased Ti-Pure^TM TiO₂net sales volumes ~~of Ti-PureTM titanium dioxide.~~in conjunction with share regain. Price declined ~~slightly~~by 8%, primarily due to customer, regional, and channel mix, ~~but remained~~as well as targeted price reductions, largely ~~stable~~in the plastics market as ~~a result of~~served through our ~~Ti-PureTM Value Stabilization (“TVS”) strategy.~~

Our Titanium Technologies segment’s net sales decreased by $772 million (or 31%) to $1.7 billion for the nine months ended September 30, 2019, compared with segment net sales of $2.5 billion for the same period in 2018. The decrease in segment net sales for the nine months ended September 30, 2019 was attributable to a 30% decrease in volume, primarily due to lower volumes of Ti-PureTM titanium dioxide, andTi-Pure^TMFlex online portal. We also experienced a 1% headwind from unfavorable currency movements. ~~Price remained stable as a result of the implementation of our TVS strategy.~~

~~For~~Segment Adjusted EBITDA increased by $12 million (or 10%) to $138 million for the three months ended ~~September 30, 2019, segment Adjusted EBITDA decreased by $131 million (or 49%) to $137 million and Adjusted EBITDA margin decreased by approximately 1,200 basis points to 22%,~~March 31, 2020, compared with segment Adjusted EBITDA of ~~$268~~$126 million ~~and Adjusted EBITDA margin of 34%~~ for the same period in ~~2018.~~

~~For~~2019. Segment Adjusted EBITDA margin was unchanged at 23% when compared with the ~~nine months ended September 30, 2019,~~prior year quarter. The increase in segment Adjusted EBITDA decreased by $466 million (or 54%) to $390 million and Adjusted EBITDA margin decreased by approximately 1,200 basis points to 22%, compared with segment Adjusted EBITDA of $856 million and Adjusted EBITDA margin of 34% for the same period in 2018.

~~These decreases were~~was primarily attributable to the aforementioned ~~decreases~~increase in segment net sales volume and ~~as well as margin compression due to reduced production rates as we adjust~~improved fixed cost absorption when compared with the ~~utilization of our manufacturing units to match~~three months ended March 31, 2019, partially offset by the ~~reduced customer demand.~~comparative decrease in price and unfavorable currency movements.

Corporate and Other costs decreased by $5$2 million (or ~~13%) and $13 million (or 10%~~5%) to ~~$34 million and $113~~$36 million for the three ~~and nine~~ months ended ~~September 30, 2019, respectively,~~March 31, 2020, compared with Corporate and Other costs of ~~$39 million and $126~~$38 million for the same ~~periods~~period in ~~2018.~~

2019. The decrease in ~~our~~ Corporate and Other costs for the three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to lower ~~performance-related compensation and other general administrative costs, partially offset by increased costs related to business process improvement efforts.~~external spend.

In light of the COVID-19 pandemic, a tremendous amount of uncertainty has been introduced into global markets and local economies. We believe that we are well-positioned to respond to the rapidly evolving market dynamics that are impacting our businesses. However, in consideration of anticipated, yet uncertain future declines in customer demand driven by COVID-19, we are implementing a range of actions aimed at reducing costs by reducing all discretionary spend, freezing non-critical hiring, and delaying external spend wherever possible. We are also reducing structural plant fixed costs to improve the efficiency of our ~~Corporate~~production units, an initiative that was already in flight at the end of 2019. In addition, where legally permissible, we are making temporary base pay reductions for salaried employees globally, until we see an improvement in demand across the Company. This includes our Chief Executive Officer who is taking a temporary base salary reduction of 40% and ~~Other~~the executive team who are taking a temporary base salary reduction of 30%. These actions are expected to reduce our costs for the ~~nine months ended September 30, 2019 was primarily attributable~~year ending December 31, 2020 by approximately $160 million. We also plan to ~~lower costs~~reduce our capital spending by $125 million for ~~certain legacy environmental~~the year ending December 31, 2020, only proceeding with capital projects considered critical in the near-term. If the macroeconomic situation deteriorates or the duration of the pandemic is extended, we will evaluate additional cost actions, as necessary, as the operational and ~~legal matters, as well as lower performance-related compensation, partially offset by increased costs related~~financial impacts to ~~business process improvement efforts.~~

Our 2019 results will be driven by the 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~~In our Fluoroproducts segment, we anticipate a continued decline in global customer demand, as COVID-19 continues to negatively impact end-market demand from our customers, across several market sectors. In particular, in the automotive sector, OEM shutdowns in the EU and North America continued into the second quarter of 2020, which will ~~be offset by~~further weaken customer demand within the ~~impacts of~~segment. In response to anticipated declines in sales volumes, we are in frequent communication with our customers to fully understand their evolving product needs and to optimize our production volumes. We are also maintaining our investment to prevent the illegal ~~imports~~import of legacy HFC refrigerants into the EU, in violation of the ~~region’s~~EU’s F-gas ~~regulations; and, (iii) there will be continued demand for Mining Solutions products in~~regulations.

In our Chemical Solutions segment, we anticipate that the decline in end-market demand experienced during the first quarter of 2020 will extend into the second quarter, as customer mining operations are impacted by COVID-19. We continue to focus on operations productivity, inventory management, and cash generation in this segment. We

In our Titanium Technologies segment, we have yet to experience the material negative effects of COVID-19 on our financial results. However, we expect that the pandemic will negatively impact our typical seasonal growth in sales volumes beyond the first quarter. We continue to collaborate with and remain connected to our customers in meeting their future demands, while mitigating the negative impacts of COVID-19 in certain markets and regions. Given our strong position in ore feedstock supply, we are appropriately positioned to maintain our commitment to our Ti-Pure^TM Value Stabilization (“TVS”) strategy, allowing us to continue to offer our customers a predictable and reliable supply of high-quality TiO₂. Through execution of this strategy, our Assured Value Agreements (“AVA”) promote net working capital ~~expenditures will~~stability, allowing our customers to purchase TiO₂ with supply assurance and price predictability once the market recovery begins. Alternatively, our Ti-Pure^TMFlex online portal provides our customers with the opportunity to log-in from any location and secure their respective product needs and pricing for up to six months. Our third-party agents and distributors also continue to serve markets that we may not reach directly. Through these means of remaining connected with our customers, as well as our strength in ore supply, we anticipate maintaining our market share regained during the first quarter of 2020.

In responding to the COVID-19 pandemic and its subsequent impacts on global markets and local economies, we remain focused on matters that are within our control. Through the underlying strengths of our business operations, financial results and condition, and cash flows, we are fully engaged to protect the health and well-being of our employees and serve our customers.

However, in considering the unpredictability of the duration and magnitude of the impact of the COVID-19 pandemic, which may be ~~approximately $500 million. Our outlook for 2019 reflects~~material to our ~~current visibility and expectations based on market factors, such as currency movements, macro-economic factors,~~operations and end-market ~~demand. These expectations~~demand, we are ~~subject to numerous risks, including, but not limited to, those described in~~ ~~Item 1A – Risk Factors~~ ~~contained in~~withdrawing our ~~Annual Report~~previously published full-year 2020 financial guidance, as issued on ~~Form 10-K for the year ended December 31, 2018.~~February 13, 2020.

Our primary sources of liquidity are cash generated from operations, available cash, receivables securitization, and borrowings under our debt financing arrangements, which are described in further detail in “Note 1714 – Debt” to the Interim Consolidated Financial Statements and “Note 1920 – Debt” to the Consolidated Financial Statementsin our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Our operating cash flow generation is driven by, among other things, the general global economic conditions at any point in time and their resulting impacts 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 past industry and economic cycles, evidencing the underlying operating strength of our businesses. As noted in the “2020 Outlook” section within this MD&A, however, significant uncertainty exists concerning both the magnitude and the duration of the impacts to our financial results and condition as caused by the COVID-19 pandemic. Regardless of size and duration, these rapidly evolving challenges will have an adverse impact on our future operating cash flows. However, based on our responses to the COVID-19 pandemic, including the business-related initiatives discussed in our “2020 Outlook”, we anticipate that our available cash, cash from operations, and existing debt financing arrangements will provide us with sufficient liquidity through at least May 2021.

At March 31, 2020, we had total cash and cash equivalents of $714 million, of which $328 million was held by our foreign subsidiaries. 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. During the first quarter of 2020, we received approximately $300 million of cash in the U.S. through intercompany loans and dividends. Traditionally, the cash and earnings of our foreign subsidiaries have generally been used to finance their operations and capital expenditures, and it is our intention to indefinitely reinvest the historical pre-2018 earnings of our foreign subsidiaries. However, beginning in 2018, management asserts that only certain foreign subsidiaries are indefinitely reinvested. For further information related to our income tax positions, see “Note 9 – Income Taxes” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. Management believes that sufficient liquidity is available in the U.S. through at least May 2021, which includes borrowing capacity under our revolving credit facility.

Subsequent to the quarter ended March 31, 2020, as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19, we drew $300 million from our revolving credit facility. There were no borrowings outstanding on the revolving credit facility as of March 31, 2020, although outstanding letters of credit of $101 million offset our borrowing availability from the maximum capacity of $800 million. We do not currently expect to use the proceeds from these borrowings; however, we may use the proceeds in the future for working capital needs or other general corporate purposes. The availability under our revolving credit facility is subject to a maintenance covenant based on senior secured net debt and the last 12 months of consolidated EBITDA, as defined in our amended and restated credit agreement. Based on our forecasts and plans, we anticipate that we will be in compliance with our credit facility covenants through at least May 2021. For further details regarding our debt covenants pursuant to the amended and restated credit agreement of our senior secured credit facilities, see “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019.

We anticipate making significant payments for interest, critical capital expenditures, 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 continue to believe ~~these~~our sources of liquidity are sufficient to fund our planned operations and to meet our interest, dividend, and contractual ~~obligations.~~obligations through at least May 2021. Our financial policy seeks to: (i) selectively invest in organic and inorganic growth to enhance our portfolio, including certain strategic capital investments; (ii) ~~return cash to shareholders through dividends and share repurchases; and, (iii)~~ maintain appropriate leverage by using free cash flows to repay outstanding ~~borrowings.~~borrowings; and, (iii) return cash to shareholders through dividends and share repurchases. Specific to our objective to return cash to shareholders, in recent quarters, we have previously announced dividends of $0.25 per share, amounting to approximately $160 million per year, and, on April 28, 2020, we announced our quarterly cash dividend of $0.25 per share for the second quarter of 2020. Under our 2018 Share Repurchase Program, as further discussed in Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds in this Quarterly Report on Form 10-Q, we also have remaining authority to repurchase $428 million of our outstanding common stock. In light of the COVID-19 pandemic, we do not currently plan to repurchase additional shares of our outstanding common stock in the near future. Subject to approval by our board of directors, we may raise additional capital or borrowings from time to time, or seek to refinance our existing ~~debt.~~debt, although we have no such plans at the current time. There can be no assurances that future capital or borrowings will be available to us, and the cost and availability of new capital or borrowings could be materially impacted by market conditions. 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, 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 over the next 12 months. The availability under our revolving credit facility is subject to the last 12 months of consolidated EBITDA, as defined in our amended and restated credit agreement, which is discussed further in 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.~~

At September 30, 2019, we had total cash and cash equivalents of $694 million, of which, $551 million was held by our foreign subsidiaries. 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. The cash and earnings of our foreign subsidiaries are generally used to finance their operations and capital expenditures. At September 30, 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 the historical pre-2018 earnings of our foreign subsidiaries. Beginning in 2018, management asserts that only certain foreign subsidiaries 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 our revolving loan borrowings using cash from the Securitization Facility and available cash.~~

The following table sets forth a summary of the net cash provided by (used for) our operating, investing, and financing activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2019			2018			2020			2019
Cash provided by operating activities	$	250		$	881
Cash provided by (used for) operating activities							$	44		$	(44	)
Cash used for investing activities		(387	)		(327	)		(112	)		(134	)
Cash used for financing activities		(360	)		(823	)		(155	)		(324	)

We ~~received $250 and $881~~generated $44 million in cash flows from and used $44 million in cash flows for our operating activities during the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The ~~decrease~~increase in ~~cash flows from~~ our operating ~~activities~~cash inflows for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was primarily attributable to ~~a decrease in~~the $125 million of accounts receivables sold to the bank under the Amended Purchase Agreement of our ~~net income,~~Securitization Facility, as well as ~~an increase~~a comparative reduction in ~~our net~~ cash outflows for ~~working capital items, primarily due to payments on~~ our accounts payable and certain other accrued liabilities. These comparative increases in operating cash flows were partially offset by a comparative reduction in cash inflows for our accounts receivable, exclusive of changes for our Securitization Facility.

We used ~~$387~~$112 million and ~~$327~~$134 million in cash flows for our investing activities during the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. Our investing cash outflows ~~during~~for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~were primarily attributable to $385 in payments for purchases of property, plant, and equipment.~~

~~For the nine months ended September 30, 2018, our investing cash outflows~~ were primarily attributable to purchases of property, plant, and equipment, for $344 million, as well as $37 million in total cash consideration payments for the acquisition of ICOR International, Inc. in April 2018. These cash outflows were somewhat offset by $46 million in net proceeds received from the sales of assets and businesses, primarily attributableamounting to ~~the sale of our Linden, New Jersey site in March 2018 for $39~~$106 million and $8$133 million, ~~in net foreign exchange contract settlements.~~respectively.

We used ~~$360 million and $823~~$155 million in cash flows for our financing activities during the ~~nine~~three months ended ~~September 30, 2019 and 2018, respectively.~~March 31, 2020. Our financing cash outflows for the three months ended March 31, 2020 were primarily attributable to the amendment and restatement of the Original Purchase Agreement under our Securitization Facility, resulting in net repayments of $110 million to settle the associated collateralized borrowings. We also returned $41 million to our shareholders in the form of cash dividends paid during the ~~nine~~three months ended ~~September 30,~~March 31, 2020.

We used $324 million in cash flows for our financing activities during the three months ended March 31, 2019. Our financing cash outflows for the three months ended March 31, 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; $124~~activities, resulting in $297 million ~~in payments for~~of cash ~~dividends;~~returned to shareholders through our 2018 Share Repurchase Program and through cash dividends paid. In addition, we made $30 million in payments for withholding taxes on certain of our vested stock-based compensation awards. We also drew $150 million on our revolving credit facility for general corporate purposes. We subsequently repaid the revolver borrowing in full, primarily using the $125 million proceeds from the Securitization Facility, as well as available cash. The Securitization Facility is further described in “Note 17 – Debt” to the ~~Interim Consolidated Financial Statements.~~

Our financing cash outflows during the nine months ended September 30, 2018 were primarily attributable to debt repayments of $675 million and debt extinguishment payments of $29 million for “make-whole” and early prepayment premiums in connection with our debt transactions during the second quarter (discussed further under the heading “Credit Facilities and Notes” within this MD&A). Additionally, we made cash payments totaling $520 million for the repurchase of approximately 10.9 million shares of our issued and outstanding common stock under our share repurchase programs, and paid dividends amounting to $106 million during the nine months then-ended. These cash outflows were somewhat offset by $520 million in net proceeds received from the issuance of our euro-denominated 4.000% senior unsecured notes due May 2026 (2026 Euro Notes) in June 2018.

The following table sets forth the components of our current assets at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

(Dollars in millions)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Cash and cash equivalents	$	694	$	1,201	$	714	$	943
Accounts and notes receivable, net		832		861		681		674
Inventories		1,223		1,147		1,114		1,079
Prepaid expenses and other		78		84		82		81
Total current assets	$	2,827	$	3,293	$	2,591	$	2,777

Our accounts and notes receivable, net ~~decreased~~increased by ~~$29~~$7 million (or 3%1%) to ~~$832~~$681 million at ~~September 30, 2019,~~March 31, 2020, compared with accounts and notes receivable, net of ~~$861~~$674 million at December 31, ~~2018.~~2019. The ~~decrease~~increase in our accounts and notes receivable, net at ~~September 30, 2019~~March 31, 2020 was primarily attributable to the timing of payments from our ~~customers.~~customers, which was almost entirely offset by $125 million of accounts receivables sold to the bank in accordance with the Amended Purchase Agreement under our Securitization Facility.

Our inventories increased by ~~$76~~$35 million (or 7%3%) to ~~$1.2~~$1.1 billion at ~~September 30, 2019,~~March 31, 2020, compared with inventories of $1.1 billion at December 31, ~~2018.~~2019. The increase in our inventories at ~~September 30, 2019~~March 31, 2020 was primarily attributable to ~~an increase~~seasonal build-up of our finished products inventories, and lower sales volumes in our ~~raw materials, stores,~~Fluoroproducts segment and ~~supplies inventories due to~~ the ~~strategic acquisition~~retained businesses of ~~ore in~~ our ~~Titanium Technologies~~Chemical Solutions segment.

Our prepaid expenses and other assets ~~decreased by $6~~were largely unchanged at $82 million ~~(or 7%) to $78~~and $81 million at ~~September 30, 2019, compared with prepaid expenses~~March 31, 2020 and ~~other assets of $84 million at~~ December 31, ~~2018. The decrease in our prepaid expenses and other assets at September 30,~~ 2019, ~~was primarily attributable to a decrease in prepaid income tax balances, which was partially offset by prepaid insurance premiums.~~respectively.

The following table sets forth the components of our current liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

(Dollars in millions)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Accounts payable	$	948	$	1,137	$	841	$	923
Short-term and current maturities of long-term debt		149		13		22		134
Other accrued liabilities		546		559		480		484
Total current liabilities	$	1,643	$	1,709	$	1,343	$	1,541

Our accounts payable decreased by ~~$189~~$82 million (or ~~17%~~9%) to ~~$948~~$841 million at ~~September 30, 2019,~~March 31, 2020, compared with accounts payable of ~~$1.1 billion~~$923 million at December 31, ~~2018.~~2019. The decrease in our accounts payable at ~~September 30, 2019~~March 31, 2020 was primarily attributable to the timing of payments to our vendors.

Our short-term and current maturities of long-term debt ~~increased~~decreased by ~~$136~~$112 million (or ~~greater than 100%~~84%) to ~~$149~~$22 million at ~~September 30, 2019,~~March 31, 2020, compared with short-term and current maturities of long-term debt of ~~$13~~$134 million at December 31, ~~2018.~~2019. The ~~increase~~decrease in our short-term and current maturities of long-term debt at March 31, 2020 was primarily attributable to ~~$122 million for~~ the amendment and restatement of the Original Purchase Agreement under our Securitization Facility, ~~$9 for financed insurance premiums, and $5 for~~resulting in the ~~current portion~~settlement of ~~finance lease liability.~~$110 million in collateralized borrowings outstanding as of December 31, 2019.

Our other accrued liabilities decreased by ~~$13~~$4 million (or 2%1%) to ~~$546~~$480 million at ~~September 30, 2019,~~March 31, 2020, compared with other accrued liabilities of ~~$559~~$484 million at December 31, ~~2018.~~2019. The decrease in our other accrued liabilities at ~~September 30, 2019~~March 31, 2020 was primarily attributable to ~~lower~~recognition of customer rebates during the first quarter of 2020, as well as payments of certain accrued ~~compensation and employee-related costs, and decreases in accrued litigation costs.~~expenses. These decreases were ~~somewhat~~partially offset by interest accrued on our ~~recognition of an operating lease liability in connection with our adoption of the new leasing standard on January 1, 2019, and an increase in accrued interest.~~senior unsecured notes.

See “Note 1714 – Debt” to the Interim Consolidated Financial Statements and “Note 1920 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 for a discussion of our credit facilities and notes.

The following disclosures set forth summarized financial information and alternative disclosures in accordance with Rule 13-01 of Regulation S-X (“Rule 13-01”). These disclosures have been made in connection with certain subsidiaries' guarantees of 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 (collectively, the “Notes”). Each series of the Notes was issued by The Chemours Company (the “Parent Issuer”), and was fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the same group of subsidiaries of the Parent Issuer (together, the “Guarantor Subsidiaries”), subject to certain exceptions as set forth in “Note 20 – Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2019. The assets, liabilities, and operations of the Guarantor Subsidiaries primarily consist of those attributable to The Chemours Company FC, LLC, our primary operating subsidiary in the United States, as well as the other U.S.-based operating subsidiaries as set forth in Exhibit 22 to this Quarterly Report on Form 10-Q. Each of the Guarantor Subsidiaries is 100% owned by the Company. None of our other subsidiaries, either direct or indirect, guarantee the Notes (together, the “Non-Guarantor Subsidiaries”). Pursuant to the indentures governing the Notes, the Guarantor Subsidiaries will be automatically released from those guarantees upon the occurrence of certain customary release provisions.

Our summarized financial information is presented on a combined basis, consisting of the Parent Issuer and Guarantor Subsidiaries (collectively, the “Obligor Group”), in accordance with the requirements under Rule 13-01, and is presented after the elimination of: (i) intercompany transactions and balances among the Parent Issuer and Guarantor Subsidiaries, and (ii) equity in earnings from and investments in the Non-Guarantor Subsidiaries.

There are no significant restrictions that may affect the ability of the Guarantor Subsidiaries in guaranteeing the Parent Issuer’s obligations under our debt financing arrangements. While the Non-Guarantor Subsidiaries do not guarantee the Parent Issuer’s obligations under our debt financing arrangements, we may, from time to time, repatriate post-2017 earnings from certain of these subsidiaries to meet our financing obligations, as well.

We maintain global paying services agreements with several financial institutions. Under these agreements, the financial institutions act as our paying agents with respect to accounts payable due to our suppliers who elect to participate in the program. The agreements allow our suppliers to sell their receivables to one of the participating financial institutions at the discretion of both parties on terms that are negotiated between the supplier and the respective financial institution. Our obligations to our suppliers, including the amounts due and scheduled payment dates, are not impacted by our suppliers’ decisions to sell their receivables under this program. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the total payment instructions from us amounted to ~~$116~~$111 million and ~~$210~~$106 million, respectively. Pursuant to their agreement with one of the financial institutions, certain suppliers may elect to 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 ~~September 30, 2019~~March 31, 2020 did not significantly change from the contractual obligations previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

~~Off Balance~~On April 8, 2020, as a precautionary measure in light of macroeconomic uncertainties driven by COVID-19, we drew $300 million from our revolving credit facility. The effective interest rate at the date of borrowing was 2.41%. The borrowings were made pursuant to the amended and restated credit agreement, dated as of April 3, 2018, and the revolving credit facility will mature on April 3, 2023.

In March 2020, through a wholly-owned special purpose entity, we entered into the Amended Purchase Agreement, which amends and restates, in its entirety, the Original Purchase Agreement under our Securitization Facility. See “Note 14 – Debt” to the Interim Consolidated Financial Statements for further details regarding this off-balance sheet arrangement.

Historically, we have not made significant payments to satisfy guarantee obligations; however, we believe we have the financial resources to satisfy these guarantees in the event required.

Our significant accounting policies are described in our MD&A and “Note 3 – Summary of Significant Accounting Policies” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. There have been no material changes to these critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, except as described below and in “Note 2 – Recent Accounting Pronouncements” to the Interim Consolidated Financial Statements.

In accordance with the planned restructuring of our Netherlands pension plan (“Plan”), $935 million of annuity contracts were purchased by the Plan in July 2019 in an amount sufficient to pay off the pension benefits of the Plan’s vested retirees and inactive participants. The Dutch National Bank (“DNB”) responded on October 10, 2019 with a letter of non-objection to our planned transaction as a partial settlement of the Plan. Having received this, the insurance company is in the process of assuming direct and irrevocable responsibility for 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 fourth 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.

The excess of the purchase price over the estimated fair value of the net assets acquired in a business combination, including any identified intangible assets, is recorded as goodwill. ~~Chemours tests its~~We test our goodwill for impairment at least annually on October 1; however, these tests are performed more frequently when events or changes in circumstances indicate that the asset may be impaired. Goodwill is evaluated for impairment at the reporting unit level, which is defined as an operating segment, or one level below an operating segment. A reporting unit is the level at which discrete financial information is available and reviewed by business management on a regular basis. An impairment exists when the carrying value of a reporting unit exceeds its fair value. The amount of impairment loss recognized in the consolidated statements of operations is equal to the excess of a reporting unit’s carrying value over its fair value, which is limited to the total amount of goodwill allocated to the reporting unit.

During the ~~third~~first quarter of ~~2019,~~2020, due to ~~several factors including sustained declines in~~ the ~~Company’s share price, regulatory developments,~~potential effects of the COVID-19 pandemic on our expected earnings and ~~declines in actual and planned earnings compared with expectations,~~future operating cash flows, it was determined that an interim ~~test of~~ goodwill ~~for~~ impairment test was necessary as of ~~August 31, 2019~~February 28, 2020 for our Fluoropolymers, Fluorochemicals, and ~~Fluoropolymers~~Mining Solutions reporting units.

The fair ~~value~~values of ~~each~~our reporting ~~unit was~~units were determined by using a combination of income-based ~~and~~and/or market-based valuation techniques. ~~The results of these valuations were each weighted 50%.~~ These valuation models incorporated a number of assumptions and judgments surrounding general market and economic conditions, the projected duration of the COVID-19 pandemic and the timing and rate of the associated macroeconomic recovery, short and long-term revenue growth rates, gross margins, and prospective financial information surrounding future reporting unit cash flows. Projections are based on internal forecasts of future business performance and are based on growth assumptions which exclude business growth opportunities not yet fully realized. Discount rate and market multiple assumptions were determined based on relevant peer companies in the chemicals ~~sector, and for the Fluoropolymers reporting unit were 9.75% and 6.2 times Adjusted EBITDA, respectively.~~sector.

The estimated fair value of the Fluoropolymers reporting unit was ~~16%~~determined by utilizing a discount rate of 9.83% and a market multiple of 6.5 times Adjusted EBITDA, resulting in an estimated fair value 18% higher than its carrying value. Fluoropolymers has $56 million of goodwill. Changing the weighting of the market and income approaches used for Fluoropolymers could ~~have reduced~~result in a maximum reduction of the excess of estimated fair value over carrying value to 14%. Assuming all other factors remain the same, a 200-basis point increase in the discount rate would decrease the excess of estimated fair value over carrying value to 4%5%; a 1% decrease in the long-term growth rate would decrease the excess of estimated fair value over carrying value to ~~11%~~13%; and, a 15% decrease in the market multiple assumption would decrease the excess of estimated fair value over carrying value to 7%9%. Under each of these sensitivity scenarios, the Fluoropolymers reporting unit's fair value exceeded its carrying value.

The estimated fair value of the Fluorochemicals reporting unit was determined by utilizing a discount rate of 9.83% and a market multiple of 6.0 times Adjusted EBITDA, resulting in an estimated fair value more than ~~300%~~200% higher than its carrying value. Fluorochemicals has $33 million of goodwill.

NoThe estimated fair value of the Mining Solutions reporting unit was determined by utilizing a discount rate of 10.33%, resulting in an estimated fair value 40% higher than its carrying value. Mining Solutions has $51 million of goodwill. Assuming all other factors remain the same, a 200-basis point increase in the discount rate would decrease the excess of estimated fair value over carrying value to 6%; and, a 1% decrease in the long-term growth rate would decrease the excess of estimated fair value over carrying value to 26%.

Our determination of the fair value of the Mining Solutions reporting unit considered further delays and additional costs of construction for our new Mining Solutions facility under construction in Gomez Palacio, Durango, Mexico. The construction-in-process for this facility represents a significant portion of the total carrying value of Mining Solutions, and, in the event that the facility was unable to be completed, the impairment of the related long-lived assets would significantly decrease the carrying value of the reporting unit. As a result, an impairment of the reporting unit’s goodwill would become less likely. See “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements for further information related to this matter.

Based upon the results of our interim goodwill impairment tests, no adjustments to the carrying value of goodwill were ~~necessary.~~necessary during the quarter ended March 31, 2020. However, in consideration of the COVID-19 pandemic, we note that a lack of recovery or further deterioration in general market conditions, a sustained trend of weaker than anticipated Company financial performance, a lack of recovery or further decline in the Company’s share price for a sustained period of time, or an increase in the market-based weighted average cost of capital, among other factors, could significantly impact our impairment analyses and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations.

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

Consistent with our values and our Environment, Health, Safety, and Corporate Responsibility 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. 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 we may be required to indemnify pursuant to the ~~separation-related~~Separation-related agreements executed prior to our separation from ~~DuPont.~~DuPont on July 1, 2015 (the “Separation”).

Our environmental ~~reserve includes~~liabilities include estimated costs, 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,” often referred to as “Superfund”), the Resource Conservation and Recovery Act (“RCRA”), and similar federal, state, local, and foreign laws. These laws require certain investigative, remediation, and restoration activities at sites where we conduct or once conducted operations or at sites where our generated waste was disposed. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, our consolidated balance sheets ~~included~~include environmental remediation liabilities of ~~$239~~$396 million and ~~$226~~$406 million, respectively, relating to these matters, which, as discussed in further detail below, ~~included $29~~include $196 million and ~~$10~~$201 million, respectively, for ~~our~~ Fayetteville North Carolina facility at September 30, 2019 and December 31, 2018, respectively. In management’s opinion, our environmental remediation liabilities are appropriate based on existing facts and circumstances..

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 Remediation sites, those sites move to the operation, maintenance, and monitoring (“OM&M”), or closure phase. As final 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 for a site to go through all phases of remediation (Investigation and 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~~Potentially Responsible Parties (“PRPs”). In addition, for claims that we may be required to indemnify DuPont pursuant to the ~~separation-related~~Separation-related agreements, we and DuPont may have limited available information for certain sites or are in the early stages of discussions with regulators. For these sites, there may be considerable variability between the clean-up activities that are currently being undertaken or planned and the ultimate actions that could be required. Therefore, considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, although deemed remote, the potential liability may range up to approximately ~~$570~~$540 million above the amount accrued at ~~September 30, 2019.~~March 31, 2020. In general, uncertainty is greatest and the range of potential liability is widest in the Investigation phase, narrowing over time as regulatory agencies approve site remedial plans. As a result, uncertainty is reduced, and sites ultimately move into OM&M, as needed. As more sites advance from Investigation to 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 OM&M of remedial systems. In addition, portfolio changes, such as an acquisition or divestiture, or notification as a 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 for any given year, as such obligation can be satisfied or settled over many years.

While there are many remediation sites that contribute to our total accrued environmental remediation liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the following table sets forth the sites that are the most significant.

(Dollars in millions)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Chambers Works, Deepwater, New Jersey	$	20	$	18	$	20	$	20
East Chicago, Indiana		18		21		17		17
Fayetteville Works, Fayetteville, North Carolina		29		10		196		201
Pompton Lakes, New Jersey		43		45		42		43
USS Lead, East Chicago, Indiana		14		15		13		13
All other sites		115		117		108		112
Total accrued environmental remediation	$	239	$	226
Total environmental remediation					$	396	$	406

The five sites listed above ~~represented 52%~~represent 73% and ~~48%~~72% of our total accrued environmental remediation liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. For these five sites, we expect to spend, in the aggregate, ~~$72~~$119 million over the next three years. For all other sites, we expect to spend ~~$73~~$63 million over the next three years.

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. We continue to manufacture a variety of fluorochemicals and finished products at Chambers Works. In addition, three tenants operate processes at Chambers Works including steam/electricity generation, industrial gas production, and the manufacture of intermediate chemicals. As a result of over 100 years of continuous industrial activity, site soils and groundwater have been impacted by chemical releases.

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

Remaining work beyond continued operation of the IWS and groundwater monitoring includes completion of various targeted studies on site and in adjacent water bodies to close investigation data gaps, 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 that we ~~own~~previously owned in East Chicago, Lake County, Indiana. The approximate 440-acre site is bounded to the south by the 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”) in early ~~2000, and Grace operates the unit as a tenant.~~2000. 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 process. Studies of historical site impacts began in 1983 in response to preliminary CERCLA actions undertaken by the U.S. Environmental Protection Agency (“EPA”). The EPA eventually issued an Administrative Order on Consent for the site in 1997. The order specified that remediation work be performed under RCRA Corrective Action authority. Work has proceeded under the RCRA Corrective Action process since that time.

Subsequent investigations included the preparation of initial environmental site assessments and multiple phases of investigation. In 2002, as an interim remedial measure, two 2,000-foot long 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 the final remedy for the site was issued by the EPA in July 2018.

On June 29, 2018, we sold the East Chicago, Indiana site to a third party for $1 million. In connection with the sale, the buyer agreed to assume all costs associated with environmental remediation activities at the site in excess of $21 million, which will remain our responsibility. At the time of the sale, we had accrued the full $21 million, of which $17 million remained as of March 31, 2020. We will reimburse the buyer through a series of progress payments to be made at defined intervals as certain tasks are completed.

~~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 September 2014. In July 2015, upon our ~~separation~~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 oversight by the North Carolina Department of Environmental Quality (“NC ~~DEQ oversight,~~DEQ”), 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 and pursuant to the Consent Order (as discussed below), 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 1916 – 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. OfIn connection with the ~~total estimated liability~~Consent Order, a thermal oxidizer became fully operational at the site in December 2019 to reduce aerial PFAS emissions from Fayetteville.

In the fourth quarter of ~~$83 million accrued for this matter at September 30,~~ 2019, ~~$29 million is included within~~we completed and submitted our ~~overall environmental~~Cape Fear River PFAS Loading Reduction Plan - Supplemental Information Report and Corrective Action Plan (“CAP”) to NC DEQ. The Supplemental Information Report provides information to support the evaluation of potential remedial options to reduce PFAS loadings to surface waters, including interim alternatives. The CAP describes potential remediation ~~liabilities, and is related~~activities to address PFAS in on-site groundwater and surface ~~water conditions that require further study and clean-up action,~~waters at the site, in accordance with the requirements of the Consent Order and the ~~estimated accruable costs associated with certain on-site capital projects under~~North Carolina groundwater standards, and builds on the ~~final Consent Order.~~previous submissions to NC DEQ. The NC DEQ made the CAP available for public review and comment until April 6, 2020. We are currently awaiting formal response to the CAP from NC DEQ following the conclusion of the public comment period.

In the fourth quarter of 2019, based on the Consent Order, CAP, and our plans, we accrued an additional $132 million related to the estimated cost of on-site remediation. In the first quarter of 2020, we accrued an additional $8 million, of which $5 million related to off-site groundwater testing and remediation.

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. The primary contaminants in the soil and sediments are lead and mercury. 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 the area. Groundwater monitoring at the site is ongoing, and we have installed and continue to install vapor mitigation systems at residences within the groundwater plume. In addition, we are further assessing groundwater conditions. In September 2015, the EPA issued a modification to the site’s RCRA permit that requires 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 now complete. In April 2019, Chemours submitted a revised Corrective Measures Study (“CMS”) proposing actions to address on-site soils impacted from past operations that exceed applicable clean-up criteria. We received comments on the CMS from the EPA and NJ DEP in March 2020, and we are currently preparing our response.

The U.S. Smelter and Lead Refinery, Inc. (“USS Lead”) Superfund 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 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 us in the ~~separation~~Separation agreement.

The USS Lead Superfund site was listed on the National Priorities List in 2009. To facilitate negotiations with PRPs, the EPA divided the residential part of the USS Lead Superfund 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 clean-up in Zone 1 and Zone 3. More recently, in March 2017, we and three other parties – Atlantic Richfield, 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 a portion of Zone 2. In March 2018, the EPA issued a Unilateral Administrative Order for the remainder of the Zone 2 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~~perform that ~~work by~~work. As of the end of ~~2019.~~2019, the required work in Zone 3 has been completed, and Zone 2 is nearly complete. There is uncertainty as to whether these parties will be able to agree on a final allocation for Zone 2 and/or the other Zones, and whether any additional PRPs may be identified.

The environmental accrual for USS Lead continues to ~~be based on~~include completion of the remaining obligations under the 2012 Record of Decision (“ROD”) and Statement of Work, ~~for Zone 1 and the associated portion~~which principally encompasses completion of Zone ~~3 not yet completed, as well as the current estimate of our share of remaining Zone 2 clean-up.~~1. The EPA released a proposed amendment to the 2012 ROD (the “ROD Amendment”) 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 EPA’s ROD Amendment for modified Zone 1 was released in March 2020, and selects as the ~~proposed amendment was sent out for public comment with the EPA’s statement that the~~preferred remedy ~~basis and cost may change~~one which requires a clean-up to residential standards based on ~~community input on~~the current applicable residential zoning. The ROD Amendment for modified Zone 1 also sets forth a selected contingent remedy which requires clean-up to commercial/industrial standards if the future land ~~use. The EPA’s final decision~~use becomes commercial/industrial. In November 2019, a Letter of Intent was ~~expected sometime~~executed by the City of East Chicago, Indiana and Industrial Development Advantage, LLC, relating to modified Zone 1 development, and the EPA has indicated that it is “more likely” that future land use in ~~the first half of 2019, but has~~this area will be commercial/industrial and not ~~yet been released.~~residential. We expect that our future costs for modified Zone 1 will be contingent on the development of this ~~remedy decision,~~area and implementation under the ROD Amendment, as well as any final allocation between PRPs.

In March 2019, the NJ DEP issued two Directives and filed four lawsuits against Chemours and other defendants. Further discussion related to these matters is included in “Note 1916 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements.

In 2018, we issued our inaugural Corporate Responsibility Commitment Report, which expresses our Corporate Responsibility Commitment – an extension of our growth strategy – as 10 ambitious goals targeted for completion by 2030. Built on the principles of inspired people, shared planet, and an evolved portfolio, our shared planet principle underlines our commitment to deliver essential solutions responsibly, without causing harm to the Earth. With a focus on the responsible treatment of climate, water, and waste, our shared planet goals are comprised of the following:

We are committed to improving our resource efficiency, acting on opportunities to reduce our GHG emissions, enhancing the eco-efficiency of our supply chain, and encouraging our employees to reduce their own environmental footprints. We understand that maintaining safe, sustainable operations has an impact on us, our communities, the environment, and our collective future. We continue to invest in research and development in order to develop safer, cleaner, and more efficient products and processes that help our customers and consumers reduce both their GHGs and their overall environmental footprint. We value collaboration to drive change and commit to working with policymakers, our value chain, and other organizations to encourage collective action for reducing GHGs.

See our discussion under the heading “PFOA” in “Note 1916 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements.

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. On September 24, 2019, Chemours filed an application with the EU Court of Justice for the annulment of the decision of ECHA to list HFPO Dimer Acid as a Substance of Very High Concern.

In May 2019, we filed a lawsuit in 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~~(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~~March 2020, the Chancery Court granted DuPont’s Motion to Dismiss, placing the ~~lawsuit seeking~~matter in non-public binding arbitration. Chemours has appealed the ruling to ~~have~~ the ~~dispute heard~~Delaware Supreme Court, and the matter is expected to concurrently proceed in ~~a non-public arbitration rather than the Chancery Court.~~arbitration. Many of the potential litigation liabilities discussed in “Note 1916 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements are at issue in the ~~lawsuit.~~
matter.

We prepare our interim consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”). To supplement our financial information presented in accordance with GAAP, we provide the following non-GAAP financial measures – Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings per Share (“EPS”), Free Cash Flows (“FCF”), and Return on Invested Capital (“ROIC”) – in order to clarify and provide investors with a better understanding of 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. We utilize Adjusted EBITDA as the primary measure of segment profitability used by our CODM.

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

Adjusted Net Income is defined as our net income ~~or loss,~~(loss), adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income 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~~outstanding. Diluted Adjusted EPS accounts for the dilutive impact of our stock-based compensation ~~awards.~~awards, which includes unvested restricted shares. FCF is defined as our cash flows provided by (used for) operating activities, less purchases of property, plant, and equipment as shown in 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, or debt less cash and cash equivalents, plus equity.

We believe the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing 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 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 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 Interim Consolidated Financial Statements and notes thereto included in this report, as well as the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

The following table sets forth a reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS to our net income attributable to Chemours for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions, except per share amounts)	2019			2018			2019			2018			2020			2019
Net income attributable to Chemours	$	76		$	275		$	265		$	853		$	100		$	94
Non-operating pension and other post-retirement employee benefit cost (income)		1			(4	)		(5	)		(18	)
Exchange (gains) losses, net		(5	)		6			(2	)		4
Non-operating pension and other post-retirement employee benefit income														—			(3	)
Exchange losses (gains), net														24			(6	)
Restructuring, asset-related, and other charges (1)		34			12			49			32			11			8
Loss on extinguishment of debt		—			—			—			38
Gain on sales of assets and businesses (2)		(9	)		—			(11	)		(45	)
Transaction costs		—			—			1			9			2			—
Legal charges (3)		5			34			43			45
Adjustments made to income taxes (4)		3			(41	)		5			(54	)
Benefit from income taxes relating to reconciling items (5)		(7	)		(11	)		(18	)		(15	)
Legal and environmental charges (2)														10			29
Adjustments made to income taxes (3)														(19	)		(5	)
Benefit from income taxes relating to reconciling items (4)														(10	)		(8	)
Adjusted Net Income		98			271			327			849			118			109
Net income attributable to non-controlling interests		—			—			—			1
Interest expense, net		53			47			156			148			54			51
Depreciation and amortization		78			71			232			213			79			76
All remaining provision for income taxes		19			46			78			188			6			26
Adjusted EBITDA	$	248		$	435		$	793		$	1,399		$	257		$	262

Weighted-average number of common shares outstanding - basic		163,815,483			176,489,881			165,254,084			178,765,676			164,247,449			167,866,468
Dilutive effect of our employee compensation plans		1,325,380			5,387,244			2,780,874			5,891,072			1,010,542			4,194,432
Weighted-average number of common shares outstanding - diluted		165,140,863			181,877,125			168,034,958			184,656,748			165,257,991			172,060,900

Per share data
Basic earnings per share of common stock	$	0.46		$	1.56		$	1.60		$	4.77		$	0.61		$	0.56
Diluted earnings per share of common stock		0.46			1.51			1.58			4.62			0.61			0.55
Adjusted basic earnings per share of common stock		0.60			1.54			1.97			4.75			0.72			0.65
Adjusted diluted earnings per share of common stock		0.59			1.49			1.94			4.60			0.71			0.63

The following table sets forth a reconciliation of FCF to our cash flows provided by (used for) operating activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

	Nine Months Ended September 30,						Three Months Ended March 31,
(Dollars in millions)	2019			2018			2020			2019
Cash flows provided by operating activities	$	250		$	881
Cash flows provided by (used for) operating activities							$	44		$	(44	)
Less: Purchases of property, plant, and equipment		(385	)		(344	)		(106	)		(133	)
Free Cash Flows	$	(135	)	$	537		$	(62	)	$	(177	)

The following table sets forth a reconciliation of ROIC to Adjusted EBIT and average invested capital, ~~net, a component of ROIC, to our total debt, equity,~~ and ~~cash and cash equivalents at September 30, 2019 and 2018.~~their nearest respective GAAP measures, for the periods presented.

	Period Ended September 30,						Twelve Months Ended March 31,
(Dollars in millions)	2019			2018			2020			2019
Adjusted EBITDA (1)	$	1,134		$	1,794		$	1,015		$	1,535
Less: Depreciation and amortization (1)		(303	)		(281	)		(313	)		(289	)
Adjusted EBIT		831			1,513		$	702		$	1,246

							As of March 31,
(Dollars in millions)							2020			2019
Total debt		4,156			3,999		$	4,034		$	3,978
Total equity		843			1,146			661			816
Less: Cash and cash equivalents		(694	)		(1,275	)		(714	)		(697	)
Invested capital, net	$	4,305		$	3,870		$	3,981		$	4,097

Average invested capital (2)	$	4,094		$	3,637		$	4,140		$	3,853

Return on Invested Capital		20.3	%		41.6	%		17	%		32	%

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, which may be further exacerbated by the impacts of COVID-19 and the associated volatility in the broader financial markets, may have an impact on our future cash flows and earnings. We manage these risks through our 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~~reflect 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 foreign exchange gains and losses resulting from remeasuring our monetary assets and liabilities that are denominated in non-functional 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. At ~~September 30, 2019,~~March 31, 2020, we had 1317 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$399~~$439 million, the fair value of which amounted to ~~a net gain of less than~~ $1 million. At December 31, ~~2018,~~2019, we had 2016 foreign currency forward contracts outstanding with an aggregate gross notional U.S. dollar equivalent of ~~$503~~$530 million, the fair value of which amounted to less than $1 million. We recognized net ~~gains~~losses of $1$6 million and ~~less than $1~~$2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~respectively, and net gains of $14 million and $8 million for the three and nine months ended September 30, 2018,~~ respectively, within other income (expense), net related to our non-designated foreign currency forward contracts.

We enter into 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 ~~September 30, 2019,~~March 31, 2020, we had ~~142~~128 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$128~~$95 million, the fair value of which amounted to ~~$4 million of net unrealized gain.~~$2 million. At December 31, ~~2018,~~2019, we had 75150 foreign currency forward contracts outstanding under our cash flow hedge program with an aggregate notional U.S. dollar equivalent of ~~$143~~$124 million, the fair value of which amounted to ~~$3 million of net unrealized gain.~~$1 million. We recognized pre-tax gains of ~~$5 million and $7~~$2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and a pre-tax loss of $1 million and a pre-tax gain of $6 million for the three and nine months ended September 30, 2018,~~ on our cash flow hedge within accumulated other comprehensive loss. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, $2 million and $8$3 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss, respectively. ~~For the three and nine months ended September 30, 2018 $1 million of gain was reclassified to the cost of goods sold from accumulated other comprehensive loss.~~

We designated our euro-denominated debt as a hedge of our net investment in certain of our international subsidiaries that use the euro as their functional currency in order 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. We recognized pre-tax gains of ~~$33 million and $36~~$10 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~respectively, and a pre-tax loss of $11 million and a pre-tax gain of $2 million for the three and nine months ended September 30, 2018, respectively,~~ on our net investment hedge within accumulated other comprehensive loss.

Our risk management programs and the underlying exposures are closely correlated, such that the potential loss in value for the risk management portfolio described above would be largely offset by the changes in the value of the underlying exposures. See “Note 2218 – Financial Instruments” to the Interim Consolidated Financial Statements for further information.

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

As of ~~September 30, 2019,~~March 31, 2020, our CEO and CFO, together with management, conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-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 our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are subject to various legal proceedings, including, but not limited 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. Information regarding certain of these matters is set forth below and in “Note 1916 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements.

For purposes of this report, the term “PFOA” means, collectively, perfluorooctanoic acid and its salts, including the ammonium salt, and does not distinguish between the two forms. Information related to this and other litigation matters is included in “Note 1916 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements.

The following actions related to our Fayetteville Works site in Fayetteville, North Carolina (“Fayetteville”), as discussed in “Note 1916 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements, are filed in the U.S. District Court for the Eastern District of North Carolina, Southern Division:

The 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 waste water treatment system, hazardous waste management, flare, and air emissions. These negotiations continue. We operate a fluoroproducts production facility at this site.

A Proposed Consent Agreement and Final Order (“CAFO”) was received from the EPA in January 2020, alleging Clean Air Act (“CAA”) Section 112(r) violations at the LaPorte, Texas site.The alleged violations are under the CAA’s chemical accident prevention provisions (40 CFR Part 68), and the EPA states that it is seeking a civil penalty of $0.6 million for negotiation purposes.We are reviewing the draft CAFO and the alleged violations, and will respond to the EPA. At this time, we believe a loss is reasonably possible.

We have complied with requests from the local environmental agency (“~~DCMR,”~~DCMR”, formerly under the jurisdiction of “OZHZ”), the Labor Inspectorate (“iSZW”), the Inspectorate for Environment and Transportation (“ILT”), and the Water Authority (“RWS”) in the Netherlands for information and documents regarding the Dordrecht site’s operations. We have complied with the requests, and the agencies have published several reports between 2016 and 2018, all of them ~~publicly-available.~~publicly available. The National Institute for Public Health and the Environment (“RIVM”) has also published several reports with respect to PFOA and the 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 fines, and we believe that we have valid defenses to prevail. We continue to cooperate with all authorities in responding to information requests.

In October 2019, we received a $0.15 million fine from the Federal Rail Administration (“FRA”) based on the results of an investigation of our Antimony Pentachloride railcar shipments, fleet, commodity code accuracy, and condition of valves. We are continuing to investigate this matter and ~~will respond~~have submitted a response to the FRA ~~by November~~in December 2019.

In February 2019, we received a Notice of Violation (“NOV”) from the EPA alleging certain Toxic Substances Control Act (“TSCA”) violations at ~~our Fayetteville, North Carolina site.~~Fayetteville. Matters raised in the NOV could have the potential to affect operations at ~~the Fayetteville site. We~~Fayetteville. For this NOV, we responded to the EPA in March 2019, asserting that we have not violated environmental laws. Further discussion related to this matter is included in “Note 16 – Commitments and Contingent Liabilities” to the Interim Consolidated Financial Statements. We also received an NOV in April 2020 from the North Carolina Department of Environmental Quality (“NC DEQ”), alleging an air permit violation under the North Carolina Administrative Code. At this time, management does not believe that a loss is probable related to 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~~.these NOVs.

~~There~~Except for the risk factor set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

A pandemic, epidemic, or other outbreak of infectious disease may have a material adverse effect on our business operations, results of operations, financial condition, and cash flows.

Our operational and financial condition may be negatively impacted by the widespread outbreak of any illnesses or communicable diseases, as well as any associated public health crises that may ensue. In December 2019, a novel coronavirus disease (“COVID-19”) was identified in Wuhan, China. COVID-19 has continued to spread globally, including areas in which we operate and sell our products. In March 2020, the World Health Organization declared COVID-19 a global pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. Throughout early 2020, the COVID-19 pandemic has negatively impacted the global economy, disrupting global supply chains and creating significant uncertainty and volatility in financial markets. As of the filing of this Quarterly Report on Form 10-Q, we have witnessed the initial negative impacts of COVID-19 in our results of operations, specific to certain of our businesses and certain markets in which we operate. See Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q for further information. We are closely monitoring the effects of the COVID-19pandemic on all aspects of our business, including its adverse impacts on our employees, customers, suppliers, vendors, business partners, and supply and distribution channels, as well as our ability to execute our business strategies and objectives. As a multi-national corporation, we are also closely monitoring the operational and financial impacts of recently introduced restrictive local and national laws and regulations, as well as recommendations set forth by public health organizations and governmental organizations to impede the spread of COVID-19.

The extent to which the COVID-19pandemic will adversely impact our Company depends on currently evolving factors, as well as future developments that we are not able to predict with certainty. Such factors and potential developments may include but are not limited to:

The widespread outbreak of any illness or communicable disease could result in, and in the instance of the COVID-19 pandemic has resulted in, a significant health crisis that adversely affects local and global economies and financial markets, including the companies that operate within these conditions. Each of the above considerations related to the COVID-19 pandemic remain highly uncertain and subject to change, continue to evolve, and have the potential to have a material adverse impact on our business operations, results of operations, financial condition, and cash flows. However, we cannot predict with certainty the magnitude of such impacts at this time. The impact of COVID-19may also exacerbate our other risks, as described in Item 1A – Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2019, any of which could have a material effect on us. The situation continues to evolve at a rapid pace, and additional impacts of which we are not currently aware may also arise.

On August 1, 2018, our board of directors approved a share repurchase program authorizing the purchase of shares of our issued and outstanding common stock in an aggregate amount not to exceed $750 million, plus any associated fees or costs in connection with our share repurchase activity (“2018 Share Repurchase Program”). On February 13, 2019, our board of directors increased the authorization amount of the 2018 Share Repurchase Program from $750 million to $1.0 billion. Under the 2018 Share Repurchase Program, shares of our common stock can be purchased on the open market from time to time, subject to management’s discretion, as well as general business and market conditions. Our 2018 Share Repurchase Program became effective on August 1, 2018, was announced to the public on August 2, 2018, and will continue through the earlier of its expiration on December 31, 2020, or the completion of repurchases up to the approved amount. The program may be suspended or discontinued at any time. All common shares purchased under the 2018 Share Repurchase Program are expected to be held as treasury stock and accounted for using the cost method.

As of March 31, 2020, under the 2018 Share Repurchase Program, we have purchased a cumulative 15,245,999 shares of our issued and outstanding common stock, which amounted to $572 million at an average share price of $37.52 per share. There were no share repurchases under 2018 Share Repurchase Program for the three months ended September 30, 2019. As of September 30, 2019, we have purchased a cumulative 15,245,999 shares of our issued and outstanding common stock under the share repurchase program, which amounted to $572 million at an average share price of $37.52 per share.March 31, 2020. The aggregate amount of our common stock that remained available for ~~repurchase~~purchase under the 2018 Share Repurchase Program at ~~September 30, 2019~~March 31, 2020 was $428 million.

Information regarding mine safety and other regulatory actions at ~~the Company’s~~our surface ~~mine~~mines in Starke, Florida and Folkston, Georgia and our mineral sands separation facility in Offerman, Georgia is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

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

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock ($~~.01~~0.01 par value)		CC		New York Stock Exchange

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

		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	4437
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6660
Item 4.	Controls and Procedures	6761

Part II	Other Information
Item 1.	Legal Proceedings	6862
Item 1A.	Risk Factors	6964
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6965
Item 3.	Defaults Upon Senior Securities	6965
Item 4.	Mine Safety Disclosures	6965
Item 5.	Other Information	6965
Item 6.	Exhibits	7066
Signature		7167

	Nine Months Ended
	September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	74
Operating cash flows from finance leases		1
Financing cash flows from finance leases		2

Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities	$	42
Leased assets obtained in exchange for new finance lease liabilities		62


	~~September 30, 2019~~
~~Weighted-average remaining lease term (years):~~
~~Operating leases~~		~~8.4~~
~~Finance leases~~		~~9.4~~

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


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	2015 Global Restructuring Program			2017 Restructuring Program			2018 Restructuring Program			2019 Restructuring Program		Total
Balance at December 31, 2018	$	1		$	10		$	5		$	—	$	16
Charges (credits) to income		(1	)		—			(1	)		17		15
Payments		—			(9	)		(4	)		—		(13	)
Balance at September 30, 2019	$	—		$	1		$	—		$	17	$	18

	2017 Restructuring Program		2019 Restructuring Program			2020 Restructuring Program		Total
Balance at December 31, 2019	$	1	$	14		$	—	$	15
Charges to income		—		1			8		9
Payments		—		(10	)		—		(10	)
Balance at March 31, 2020	$	1	$	5		$	8	$	14

	Balance Sheet Location	September 30, 2019
Lease assets:
Operating lease right-of-use assets	Operating lease right-of-use assets	$	307
Finance lease assets	Property, plant, and equipment, net (Note 11)		59
Total lease assets		$	366

Lease liabilities:
Current:
Operating lease liabilities	Other accrued liabilities (Note 16)	$	73
Finance lease liabilities	Short-term and current maturities of long-term debt (Note 17)		5
Total current lease liabilities			78
Non-current:
Operating lease liabilities	Operating lease liabilities		254
Finance lease liabilities	Long-term debt, net (Note 17)		54
Total non-current lease liabilities			308
Total lease liabilities		$	386

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Operating lease cost	$	25	$	74
Short-term lease cost		1		3
Variable lease cost		4		12

Finance lease cost:
Amortization of lease assets		2		3
Interest on lease liabilities		1		1
Total lease cost	$	33	$	93

	As of September 30, 2019
	Operating Leases		Finance Leases		Total
Remainder of 2019	$	26	$	2	$	28
2020		80		9		89
2021		67		8		75
2022		49		8		57
2023		32		8		40
Thereafter		144		42		186
Total lease payments		398		77		475
Less: Imputed interest		71		18		89
Present value of lease liabilities	$	327	$	59	$	386

	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

	September 30, 2019		December 31, 2018
Trade payables	$	929	$	1,111
VAT and other payables		19		26
Total accounts payable	$	948	$	1,137

	September 30, 2019		December 31, 2018
Asbestos	$	37	$	37
Perfluorooctanoic acids and its salts, including the ammonium salt	21		22
GenX and other perfluorinated and polyfluorinated compounds (1)	54		65
All other matters (2)	5		5
Total accrued litigation	$	117	$	129

	March 31, 2020		December 31, 2019
On-site remediation	$	152	$	155
Off-site groundwater remediation		44		46
Total accrued liabilities	$	196	$	201

	Gain (Loss) Recognized In
						Accumulated Other
			Other Income			Comprehensive
Three Months Ended March 31,	Cost of Goods Sold		(Expense), Net			Loss
2020
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	(6	)	$	—
Foreign currency forward contracts designated as a cash flow hedge		2		—			2
Euro-denominated debt designated as a net investment hedge		—		—			10

2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	(2	)	$	—
Foreign currency forward contracts designated as a cash flow hedge		3		—			2
Euro-denominated debt designated as a net investment hedge		—		—			10

	Gain (Loss) Recognized In
					Other Comprehensive
Three months ended September 30,	Cost of Goods Sold		Other Income, Net		Income
2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	1	$	—
Foreign currency forward contracts designated as a cash flow hedge		2		—		5
Euro-denominated debt designated as a net investment hedge		—		—		33

2018
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	14	$	—
Foreign currency forward contracts designated as a cash flow hedge		1		—		(2	)
Euro-denominated debt designated as a net investment hedge		—		—		(11	)

	Gain (Loss) Recognized In
					Other Comprehensive
Nine months ended September 30,	Cost of Goods Sold		Other Income, Net		Income
2019
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	—	$	—
Foreign currency forward contracts designated as a cash flow hedge		8		—		7
Euro-denominated debt designated as a net investment hedge		—		—		36

2018
Foreign currency forward contracts not designated as a hedging instrument	$	—	$	8	$	—
Foreign currency forward contracts designated as a cash flow hedge		1		—		5
Euro-denominated debt designated as a net investment hedge		—		—		2

Three Months Ended March 31,	Fluoroproducts		Chemical Solutions		Titanium Technologies		Segment Total
2020
Net sales to external customers	$	600	$	92	$	613	$	1,305
Adjusted EBITDA		140		15		138		293
Depreciation and amortization		35		5		30		70

2019
Net sales to external customers	$	687	$	134	$	555	$	1,376
Adjusted EBITDA		159		15		126		300
Depreciation and amortization		32		6		30		68

	Three Months Ended September 30, 2019
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	810		$	910		$	(330	)	$	1,390
Cost of goods sold		—			739			693			(336	)		1,096
Gross profit		—			71			217			6			294
Selling, general, and administrative expense		4			96			34			(4	)		130
Research and development expense		—			18			2			—			20
Restructuring, asset-related, and other charges		—			22			12			—			34
Total other operating expenses		4			136			48			(4	)		184
Equity in earnings of affiliates		—			—			9			—			9
Equity in earnings (loss) of subsidiaries		106			(1	)		—			(105	)		—
Interest expense, net		(52	)		—			(1	)		—			(53	)
Intercompany interest income (expense), net		11			4			(15	)		—			—
Other income (expense), net		6			40			(17	)		(4	)		25
Income before income taxes		67			(22	)		145			(99	)		91
(Benefit from) provision for income taxes		(9	)		(6	)		30			—			15
Net income (loss)		76			(16	)		115			(99	)		76
Net income (loss) attributable to Chemours	$	76		$	(16	)	$	115		$	(99	)	$	76
Comprehensive income attributable to Chemours	$	51		$	(16	)	$	65		$	(49	)	$	51

	Nine Months Ended September 30, 2019
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	2,544		$	2,718		$	(1,089	)	$	4,173
Cost of goods sold		—			2,215			2,138			(1,093	)		3,260
Gross profit		—			329			580			4			913
Selling, general, and administrative expense		19			314			108			(18	)		423
Research and development expense		—			56			5			—			61
Restructuring, asset-related, and other charges		—			37			12			—			49
Total other operating expenses		19			407			125			(18	)		533
Equity in earnings of affiliates		—			—			25			—			25
Equity in earnings (loss) of subsidiaries		364			(3	)		—			(361	)		—
Interest (expense) income, net		(159	)		1			2			—			(156	)
Intercompany interest income (expense), net		28			13			(41	)		—			—
Other income (expense), net		20			108			(29	)		(18	)		81
Income before income taxes		234			41			412			(357	)		330
(Benefit from) provision for income taxes		(31	)		7			89			—			65
Net income		265			34			323			(357	)		265
Net income attributable to Chemours	$	265		$	34		$	323		$	(357	)	$	265
Comprehensive income attributable to Chemours	$	273		$	34		$	304		$	(338	)	$	273

	Three Months Ended September 30, 2018
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	987		$	1,103		$	(462	)	$	1,628
Cost of goods sold		—			769			834			(452	)		1,151
Gross profit		—			218			269			(10	)		477
Selling, general, and administrative expense		5			122			40			(4	)		163
Research and development expense		—			18			2			—			20
Restructuring, asset-related, and other charges		—			12			—			—			12
Total other operating expenses		5			152			42			(4	)		195
Equity in earnings of affiliates		—			—			10			—			10
Equity in earnings (loss) of subsidiaries		308			(1	)		—			(307	)		—
Interest (expense) income, net		(51	)		1			3			—			(47	)
Intercompany interest income (expense), net		13			3			(16	)		—			—
Loss on extinguishment of debt		—			—			—			—			—
Other income (expense), net		2			52			(26	)		(4	)		24
Income before income taxes		267			121			198			(317	)		269
(Benefit from) provision for income taxes		(8	)		(31	)		33			—			(6	)
Net income		275			152			165			(317	)		275
Less: Net income attributable to non-controlling interests		—			—			—			—			—
Net income attributable to Chemours	$	275		$	152		$	165		$	(317	)	$	275
Comprehensive income attributable to Chemours	$	304		$	152		$	202		$	(354	)	$	304

	Nine Months Ended September 30, 2018
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales	$	—		$	3,071		$	3,493		$	(1,390	)	$	5,174
Cost of goods sold		—			2,403			2,590			(1,390	)		3,603
Gross profit		—			668			903			—			1,571
Selling, general, and administrative expense		28			339			119			(20	)		466
Research and development expense		—			56			5			—			61
Restructuring, asset-related, and other charges		—			31			1			—			32
Total other operating expenses		28			426			125			(20	)		559
Equity in earnings of affiliates		—			—			32			—			32
Equity in earnings of subsidiaries		983			2			—			(985	)		—
Interest (expense) income, net		(159	)		2			9			—			(148	)
Intercompany interest income (expense), net		35			6			(41	)		—			—
Loss on extinguishment of debt		(38	)		—			—			—			(38	)
Other income (expense), net		22			146			(33	)		(20	)		115
Income before income taxes		815			398			745			(985	)		973
(Benefit from) provision for income taxes		(39	)		31			127			—			119
Net income		854			367			618			(985	)		854
Less: Net income attributable to non-controlling interests		—			—			1			—			1
Net income attributable to Chemours	$	854		$	367		$	617		$	(985	)	$	853
Comprehensive income attributable to Chemours	$	855		$	367		$	618		$	(985	)	$	855

Change in net sales from prior period	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Price		(3	)%		(1	)%
Volume		(11	)%		(17	)%
Currency		(1	)%		(1	)%
Total change in net sales		(15	)%		(19	)%

Change in net sales from prior period	Three Months Ended March 31, 2020
Price		(5	)%
Volume		3	%
Currency		(1	)%
Portfolio		(2	)%
Total change in net sales		(5	)%

Change in segment net sales from prior period	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Price		(4	)%		(2	)%
Volume		(2	)%		(5	)%
Currency		(1	)%		(1	)%
Total change in segment net sales		(7	)%		(8	)%

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

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

10.1		Amended and Restated Receivables Purchase Agreement, date as of March 9, 2020, by and among The Chemours Company AR, LLC, as seller, Purchasers party thereto, The Toronto-Dominion Bank, as Administrative Agent, The Toronto-Dominion Bank, as LC Agent and The Chemours Company FC, LLC, as initial Servicer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 10, 2020).

22		List of Guarantor Subsidiaries.

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

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

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

95		Mine Safety ~~Disclosures~~Disclosures.

101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the period ended ~~September 30, 2019~~March 31, 2020 have been formatted in Inline XBRL: (i) the Interim Consolidated Statements of Operations (Unaudited); (ii) the Interim Consolidated Statements of Comprehensive Income (Unaudited); (iii) the Interim Consolidated Balance Sheets; (iv) the Interim Consolidated Statements of Stockholders’ Equity (Unaudited); (v) the Interim Consolidated Statements of Cash Flows (Unaudited); and, (vi) the Notes to the Interim Consolidated Financial Statements (Unaudited). These financial statements have been tagged as blocks of text, and include detailed tags.

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended ~~September 30, 2019,~~March 31, 2020, which has been formatted in Inline XBRL and included within Exhibit 101.

THE CHEMOURS COMPANY
(Registrant)

Date:	~~November 5, 2019~~May 6, 2020


By:	/s/ Sameer Ralhan

	Sameer Ralhan
	Senior Vice President, Chief Financial Officer and Treasurer
	(As Duly Authorized Officer and Principal Financial Officer)