Reply-Brief.Pdf

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

THE CHEMOURS COMPANY, ) ) Plaintiff, ) ) v. ) C.A. No. 2019-0351-SG ) DOWDUPONT INC.; CORTEVA, INC.; ) AND E. I. DU PONT DE NEMOURS AND ) COMPANY, ) ) Defendants. )

REPLY BRIEF IN FURTHER SUPPORT OF DEFENDANTS’ MOTION TO DISMISS THE VERIFIED FIRST AMENDED COMPLAINT FOR LACK OF SUBJECT MATTER JURISDICTION

Robert S. Saunders (ID No. 3027) Jennifer C. Voss (ID No. 3747) Arthur R. Bookout (ID No. 5409) Jessica R. Kunz (ID No. 5698) SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 Tel.: (302) 651-3000

Attorneys for Defendants DATED: November 13, 2019

TABLE OF CONTENTS

PAGE

TABLE OF AUTHORITIES ...... ii

PRELIMINARY STATEMENT ...... 1

STATEMENT OF FACTS ...... 4

A. Chemours’ Alleged Fleeting Insolvency...... 4

B. The Kullman Affidavit...... 7

C. Chemours’ No-Counsel Argument...... 8

D. Chemours’ Objection To The Arbitration Location...... 9

ARGUMENT ...... 11

I. THE DELEGATION PROVISION COMPELS DISMISSAL...... 11

II. THE SEPARATION AGREEMENT IS A BINDING CONTRACT...... 13

A. Chemours Consented To The Separation Agreement...... 14

1. Chemours’ consent is binding under Delaware law...... 14

(a) Anadarko...... 15

(b) Chemours’ other extreme arguments...... 19

2. Equity does not favor letting subsidiaries selectively repudiate their contracts...... 23

B. Chemours Repeatedly Ratified The Separation Agreement...... 26

C. THE DELEGATION PROVISION IS NOT UNCONSCIONABLE...... 31

1. Procedural unconscionability...... 32

2. Substantive unconscionability...... 32

CONCLUSION ...... 36

TABLE OF AUTHORITIES

CASES PAGE(S) In re AbbVie Inc. Stockholder Derivative Litig., 2015 WL 4464505 (Del. Ch. July, 21, 2015) ...... 25

Abex Inc. v. Koll Real Estate Grp., Inc., 1994 WL 728827 (Del. Ch. Dec. 22, 1994) ...... 17

Allen v. Riese Org., Inc., 965 N.Y.S.2d 437 (N.Y. App. Div. 2013) ...... 27

Anadarko Petroleum Corp. v. Panhandle E. Corp., 1987 WL 13520 (Del. Ch. July 7, 1987) ...... 25

Anadarko Petroleum Corp. v. Panhandle E. Corp., 1987 WL 16508 (Del. Ch. Sept. 8, 1987), aff’d, 545 A.2d 1171 (Del. 1988) ...... 16, 21, 25

Anadarko Petroleum Corp. v. Panhandle E. Corp., 545 A.2d 1171 (Del. 1988) ...... 15, 16, 17, 19, 22

Aviall, Inc. v. Ryder System, Inc., 110 F.3d 892 (2d Cir. 1997) ...... 17, 18, 20, 22, 31

Aviall, Inc. v. Ryder System, Inc., 913 F. Supp. 826 (S.D.N.Y. 1996), aff’d, 110 F.3d 892 (2d Cir. 1997) ...... 17, 18, 22, 31

Blackrock Capital Investment Corp. v. Fish, 799 S.E.2d 520 (W. Va. 2017) ...... 21

C & J Energy Servs., Inc. v. City of Miami Gen. Emps.’ and Sanitation Ret. Tr., 107 A.3d 1049 (Del. 2014) ...... 25

Camferdam v. Ernst & Young Int’l, Inc., 2004 WL 307292 (S.D.N.Y. Feb. 13, 2004) ...... 33

Ciro, Inc. v. Gold, 816 F. Supp. 253 (D. Del. 1993) ...... 34

Colon v. Conchetta, Inc., 2017 WL 2572517 (E.D. Pa. June 14, 2017)...... 12

Corwin v. DeTrey, 1989 WL 146231 (Del. Ch. Dec. 4, 1989) ...... 15

Dervaes v. H.W. Booker Constr. Co., 1980 WL 333053 (Del. Super. Ct. May 28, 1980) ...... 20

Eagle Force Holdings, LLC v. Campbell, 187 A.3d 1209 (Del. 2018) ...... 15

Ellipso, Inc. v. Mann, 541 F. Supp. 2d 365 (D.D.C. 2008) ...... 28, 29

Foss-Hughes Co. v. Norman, 119 A. 854 (Del. Super. Ct. 1923) ...... 28, 29

Frazier v. W. Union Co., 377 F. Supp. 3d 1248 (D. Colo. 2019) ...... 12

FrontFour Capital Grp. LLC v. Taube, 2019 WL 1313408 (Del. Ch. Mar. 11, revised Mar. 22, 2019) ...... 25

Graham v. State Farm Mut. Auto. Ins. Co., 565 A.2d 908 (Del. 1989) ...... 24, 26

Highlands Insurance Group, Inc. v. Halliburton Co., 2001 WL 287485 (Del. Ch. Mar. 21, 2001), aff’d, 801 A.2d 10 (Del. 2002) (TABLE) ...... 15

Home Buyers Warranty Corp. v. Jones, 2016 WL 2350103 (D. Del. May 4, 2016) ...... 26

Hughes v. Ancestry.com, 580 S.W.3d 42 (Mo. Ct. App. 2019) ...... 12, 13

iii

James v. Nat’l Fin., LLC, 132 A.3d 799 (Del. Ch. 2016) ...... 31, 34

Janiga v. Questar Capital Corp., 615 F.3d 735 (7th Cir. 2010) ...... 20

Kelley v. Thomas Solvent Co., 725 F. Supp. 1446 (W.D. Mich. 1988) ...... 23

Lee Builders, Inc. v. Wells, 92 A.2d 710 (Del. Ch. 1952), rev’d on other grounds, 99 A.2d 620 (Del. 1953) ...... 33

In re M.M., 2013 WL 1415837 (Del. Ch. Apr. 4, 2013) ...... 32

In re Massey Energy Co., 2011 WL 2176479 (Del. Ch. May 31, 2011) ...... 23

McGrew v. VCG Holding Corp., 244 F. Supp. 3d 580 (W.D. Ky. 2017), aff’d, 735 F. App’x 210 (6th Cir. 2018) ...... 12

NAMA Holdings, LLC v. Related WMC LLC, 2014 WL 6436647 (Del. Ch. Nov. 17, 2014) ...... 24

PacifiCare Health Sys., Inc. v. Book, 538 U.S. 401 (2003)...... 35, 36

Papaioanu v. Comm’rs of Rehoboth, 186 A.2d 745 (Del. Ch. 1962) ...... 26, 29

In re Paragon Offshore PLC, 588 B.R. 735 (Bankr. D. Del. 2018) ...... 12, 31

In re Pinnacle Land Grp., LLC, 2018 WL 4348051 (Bankr. W.D. Pa. Sept. 10, 2018) ...... 26

Prairie Capital III, L.P. v. Double E Holding Corp., 132 A.3d 35 (Del. Ch. 2015) ...... 14

Quadrant Structured Products Co. v. Vertin, 102 A.3d 155 (Del. Ch. 2014) ...... 23

Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63 (2010)...... 11, 12, 32, 35

Rohe v. Reliance Training Network, Inc., 2000 WL 1038190 (Del. Ch. July 21, 2000) ...... 22

Santich v. VCG Holding Corp., 2017 WL 4251944 (D. Colo. Sept. 26, 2017), report and recommendation adopted in pertinent part, 2018 WL 3968879 (D. Colo. Aug. 20, 2018) ...... 12

Standard Gen. L.P. v. Charney, 2017 WL 6498063 (Del. Ch. Dec. 19, 2017), aff’d, 195 A.3d 16 (Del. 2018) ...... 31

Staples v. Billing, 1994 WL 30548 (Del. Ch. Jan. 31, 1994) ...... 26, 27

Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010)...... 20

Trenwick Am. Litig. Trust v. Ernst & Young, L.L.P., 906 A.2d 168 (Del. Ch. 2006), aff’d sub nom. Trenwick Am. Litig. Tr. v. Billett, 931 A.2d 438 (Del. 2007) (TABLE) ...... 20

In re Tronox, Inc., 503 B.R. 239 (Bankr. S.D.N.Y. 2013) ...... 23

Trounstine v. Remington Rand, 194 A. 95 (Del. Ch. 1937) ...... 24

Tulowitzki v. Atl. Richfield Co., 396 A.2d 956 (Del. 1978) ...... 32

In re Tyson Foods, Inc. Consol. S’holder Litig., 919 A.2d 563 (Del. Ch. 2007) ...... 15

Weber v. Kirchner, 2003 WL 23190392 (Del. Ch. Dec. 31, 2003) ...... 20

Wilmington Sav. Fund Soc’y, F.S.B. v. Swanson, 2016 WL 6948454 (Del. Super. Ct. Nov. 21, 2016) ...... 29, 30

AUTHORITIES

Howard O. Hunter, Modern Law of Contracts § 19.39 (April 2019 update) ...... 21

Restatement (Second) of Contracts § 9 cmt. a (Am. Law Inst. 1981) ...... 16

Restatement (Second) of Contracts § 85 (Am. Law Inst. 1981) ...... 29

PRELIMINARY STATEMENT The parties’ Separation Agreement unambiguously requires arbitration of all disputes under the agreement—including disputes as to arbitrability. Chemours concedes that, before the spin, Chemours’ then duly constituted board of directors approved the Separation Agreement and a Chemours officer executed it. But because DuPont owned Chemours when the Separation

Agreement was executed, Chemours argues its consent was not binding and it can elect to void certain obligations under the agreement four years later.

In advancing this argument, Chemours asks this Court to radically rewrite Delaware law by declaring that wholly owned subsidiaries are not capable of forming valid contracts because their directors and officers owe their duties to their parent corporations, and are therefore not truly “independent.” No Delaware court has ever announced such a rule, which contradicts foundational contract and corporate law, and would wreak havoc among all Delaware corporations. Every corporation’s directors and officers owe duties to its owners. Controlling

Delaware law—Anadarko—confirms the validity of parent-subsidiary contracts.

Addressing the precise context here—separation agreements between parents and wholly owned subsidiaries—Anadarko dismissed claims seeking to rescind pre- spin contracts for alleged “lack of consideration and gross unfairness.”

Chemours’ argument also fails because, after its spin-off, Chemours accepted and ratified the Separation Agreement, thus curing any supposed defect in pre-spin consent. For four years, Chemours, rather than repudiate the Separation

Agreement, embraced it: Chemours accepted and profited handsomely from the significant assets it received under the agreement; it told its investors that the

Separation Agreement governed its relationship with DuPont; it signed multiple agreements acknowledging the Separation Agreement’s validity, including in

2017, when, in exchange for hundreds of millions of dollars, Chemours signed an amendment affirming that the terms of the Separation Agreement “shall remain in full force and effect.” In so doing, Chemours not only ratified the Separation

Agreement, it also contractually obligated itself to be bound to the Separation

Agreement, and thus waived any arguments to the contrary—including those based on alleged lack of mutual assent or unconscionability.

Chemours’ fallback unconscionability argument is also unavailing.

Under Anadarko, nothing is unconscionable about a parent dictating terms to its wholly owned subsidiary—that is exactly what the law expects because a subsidiary exists to serve the parent’s interests. Parents owe subsidiaries no duty of fairness, which is why parent-subsidiary agreements cannot be voided for alleged unconscionability. But even if that were not the law, Chemours’ unconscionability argument would still fail under the United States Supreme

Court’s Rent-A-Center decision because there is no basis to conclude that the

Delegation Provision—the provision stating that disputes regarding arbitrability are for the arbitration panel to decide—is unconscionable. While Chemours offers baseless complaints about other parts of the Separation Agreement, those complaints are legally irrelevant because they have nothing to do with the

Delegation Provision.

The Court should dismiss this action in favor of arbitration, where

Chemours can present its claims (including its unconscionability claims) to the

Arbitral Tribunal for decision.

STATEMENT OF FACTS Having breached the Separation Agreement by filing this suit in the

Court of Chancery rather than confidential arbitration, Chemours continues its public relations campaign by devoting much of its opposition brief to falsehoods intended to portray DuPont in a bad light. Given controlling Delaware law,

Chemours’ allegations are irrelevant to the enforceability of the parties’ arbitration agreement. Nevertheless, a few points merit a brief response, if only to correct the record.

A. Chemours’ Alleged Fleeting Insolvency. Chemours alleges that “legacy environmental liabilities” allocated to it in the Separation Agreement rendered it insolvent because its “liabilities exceeded its assets at the time of the spin.” (Chemours’ Answering Brief (“AB”)

16) While this allegation has nothing to do with whether the arbitration provision in the Separation Agreement is enforceable, it is also patently false.

First, since the spin, Chemours has distributed more than $1 billion to its stockholders through dividends and stock repurchases. (DuPont’s Opening

Brief (“OB”) 29 n.28) As Chemours admits, these transfers would have been illegal if it were insolvent. (See First Am. Compl. (“FAC”) ¶ 119)

Second, in none of its SEC filings has Chemours ever mentioned any supposed insolvency, including in its 2015 Annual Report, which, instead, told

investors “financial results reflected positive underlying performance across all our businesses” and “we are optimistic about our outlook.” (Bookout Ex. 21 at “A

Note from Richard and Mark”) And right after its spin, Chemours’ CFO, contrary to what Chemours now alleges, reassured investors about its environmental liabilities:

Our environmental liabilities are well understood and well managed, and the annual expenses we incur are included in our adjusted EBITDA.… It is important to understand that these are well understood, and the current team has been monitoring these liabilities for many years.

(OB Ex. 2 at 6)

Also false is Chemours’ insinuation that its environmental liabilities nearly caused it to “collapse” in 2015. (AB 15) While Chemours reported in its

SEC filings at the time that it did briefly have some post-spin liquidity issues, they had nothing to do with environmental liabilities. The problem, Chemours told investors, was unexpectedly low prices for titanium dioxide (“TiO2,” one of its main products) and fluctuations in currency exchange rates.1 Similarly, while

Chemours now implies that its asset sales and plant closures in 2015 and 2016 were related to environmental liabilities (AB 15-16), in 2016, its CEO told

1 (See Bookout Ex. 16 at 4 (“On a year-over-year basis the impact of unfavorable currency movements and lower TiO2 prices overshadow almost all other items….”); Bookout Ex. 20 at 4 (CFO Mark Newman explaining that “[c]urrency and lower pricing were the biggest challenges in 2015”))

investors that those moves were part of Chemours’ planned transformation strategy to streamline the company and make it more efficient.2

As Chemours acknowledged in its SEC filings at the time, DuPont, in light of these “continued headwinds from unfavorable currency movements and a weak TiO2 pricing environment,” voluntarily helped Chemours in early 2016 by providing over $200 million in liquidity assistance to Chemours. (Bookout Ex. 20 at 4, 6-7) When, as expected, the cyclical market conditions that characterize

Chemours’ businesses soon improved, Chemours’ EBITDA soared, as captured in a graphic Chemours included in its 2018 Annual Report:

(Bookout Ex. 24 at “Financial Performance Highlights”)

2 (See Bookout Ex. 22 (noting sale of aniline facility, Sulfur Products and Clean and Disinfect businesses were part of “transformation plan”); see also Bookout Ex. 23 at 2 (explaining that cessation of production at Niagara Reactive Metals facility was part of “plan to streamline the portfolio”); Bookout Ex. 18 at 1 (noting that global workforce reduction was “integral to company’s transformation plan”))

B. The Kullman Affidavit. Throughout its opposition brief, Chemours uses an affidavit (AB Ex.

A) from DuPont’s former CEO, Ellen Kullman, to create the misleading impression that DuPont’s board intended to impose caps on the liabilities the

Separation Agreement assigned to Chemours. (See AB 1-2) That affidavit is irrelevant to the Motion and the arbitrability of Chemours’ claims. Nevertheless, to avoid any misimpressions, Ms. Kullman provided a second sworn statement.

Ms. Kullman clarified what she meant by her statement that she and the DuPont board did not intend “that Chemours face[] unlimited exposure for historical DuPont liabilities.” (AB Ex. A ¶ 3) She explained that she and the

DuPont board knew that Chemours’ indemnification obligations were uncapped, but would still be willing to talk with Chemours should things not turn out as expected:

[W]e of course knew that Chemours’ obligation to indemnify DuPont for the matters identified in the agreement was uncapped, and we believed that Chemours was sufficiently capitalized to meet all of its obligations. The point I intended to convey … was that I and the Board wanted Chemours to succeed, and while we certainly believed that we had given Chemours sufficient resources to do so, if things did not turn out as expected, … we still would be open to talking with Chemours to discuss the issues they were facing and determine whether there was an appropriate way we could help resolve them ….

(Bookout Ex. 25, Nov. 6, 2019 Kullman Aff. ¶ 3)

Ms. Kullman also clarified that, while DuPont had final decision authority with respect to the terms of the Separation Agreement, Chemours nonetheless had the opportunity to review and comment on all aspects of the agreement:

The point I intended to convey … was that although … [DuPont] had ultimate decision authority over the terms of the Separation Agreement, there was opportunity for Chemours’ leadership team to review and comment on all aspects thereof.

(Id. ¶ 2)

C. Chemours’ No-Counsel Argument. Chemours repeatedly claims that it “asked for, and was denied, the ability to retain counsel in connection with the Separation Agreement.” (AB 25; see also id. at 5; FAC ¶ 26) The issue is irrelevant to arbitrability, but Chemours is nevertheless wrong. To be sure, people who worked for and still owed duties to

DuPont and did not yet manage Chemours—what Chemours calls its “prospective management team”—were not allowed to hire lawyers to represent the interests of the not-yet-independent company. (AB 5) Under Anadarko, this is proper. As

Chemours’ counsel, Wachtell, explain in their Spin-Off Guide, “Separate legal representation before completion of the spin-off … generally is inappropriate ….”

(OB Ex. 1 (“WLRK Spin-Off Guide”) at 13 (emphasis added)) Nonetheless,

Chemours’ assertion is false: its management team did consult with outside

counsel before the spin-off, including Wachtell, and did so with DuPont’s approval.

In December 2014, Chemours’ CEO-designee Mark Vergnano directed General Counsel (“GC”)-designee David Shelton to “begin the process of choosing our future council [sic] and asking them, as a gesture of good faith, to help us [r]eview these [separation] agreements.” (Bookout Ex. 6) As instructed,

Chemours’ GC-designee began working with Wachtell as early as January 2015.

(Bookout Ex. 7) When DuPont’s then-GC, Stacy Fox, learned that Chemours’ prospective management team had retained Wachtell, she readily approved it. As

Chemours’ GC-designee reported to its CEO, “she [Fox] was in complete alignment with our engagement prior to the spin.” (Bookout Ex. 9) Fox’s sole reservation was to say that “‘all pre-spin work’” with Wachtell “‘must be gratis,’” which had been Chemours’ plan all along. (Id.; see also Bookout Ex. 8) Wachtell continued advising the Chemours team through the transaction and beyond. (See, e.g., Bookout Ex. 10; FAC, p. 74)

D. Chemours’ Objection To The Arbitration Location. Also misleading (and likewise irrelevant to the question of arbitrability) is Chemours’ allegation that it “specifically objected to the arbitration provisions DuPont now seeks to enforce.” (AB 3) Chemours’ management and counsel regularly attended meetings in which they had an opportunity to comment

on agreement drafts. Chemours’ only objection to the arbitration provisions was conducting the arbitration in New York rather than Delaware. When DuPont’s then-CEO sought Chemours’ designated leadership team’s input on the Separation

Agreement, Chemours presented slides with Chemours’ specific “ask” for various provisions; Chemours’ only “ask” with respect to the arbitration was to change the location:

(Bookout Ex. 11 at slide 5 (highlighting added))

Subsequently, Chemours’ CEO-designee conceded the location was

“not something we are going to fight to the death for.” (Bookout Ex. 12 at 1)

ARGUMENT The Motion presents a narrow question: whether the Court must dismiss this case so that the Arbitral Tribunal can decide the arbitrability of

Chemours’ claims. Although Section 8.2(c) of the Separation Agreement unambiguously delegates all arbitrability determinations to the Arbitral Tribunal

(the “Delegation Provision”) (OB 9, 16), Chemours argues that it did not consent to the Separation Agreement, the terms of which it derides as “unconscionable.”

(E.g., AB 25, 45) Chemours is wrong. The Court should grant the Motion.

I. THE DELEGATION PROVISION COMPELS DISMISSAL. As DuPont’s Opening Brief showed, the Court must dismiss the

Amended Complaint because it fails to challenge the Delegation Provision itself as unconscionable, invalid or unenforceable. (OB 22-23) Merely alleging, as

Chemours does, that the Separation Agreement or its arbitration provisions as a whole are invalid is insufficient under the United States Supreme Court’s decision in Rent-A-Center. (OB 22-23)

In Rent-A-Center, as here, the question before the United States

Supreme Court was “whether the delegation provision [wa]s valid.” Rent-A-

Center, W., Inc. v. Jackson, 561 U.S. 63, 70 (2010). There, as here, plaintiff did not specifically challenge the delegation provision, but argued only that the entire arbitration agreement was unenforceable because “it ‘was imposed as a

condition … and was non-negotiable.’” Id. at 73-74 (citation omitted). The

United States Supreme Court rejected that argument, holding that such a challenge could not render the delegation clause, itself, unenforceable, and that plaintiff was required to make his unconscionability arguments to the arbitrator. See id. at 72,

76. So too here.

Cases Chemours cites, including In re Paragon Offshore PLC, agree that “[w]ithout a specific challenge to a delegation provision, the court must treat that provision as valid and enforce it according to FAA § 4.” 588 B.R. 735, 757

(Bankr. D. Del. 2018) (citations omitted). As compelled by Rent-A-Center, courts routinely enforce delegation provisions, rejecting arguments directed at an agreement or arbitration provision as a whole. See Frazier v. W. Union Co., 377 F.

Supp. 3d 1248, 1268 (D. Colo. 2019); Santich v. VCG Holding Corp., 2017 WL

4251944, at *5-7 (D. Colo. Sept. 26, 2017), report and recommendation adopted in pertinent part, 2018 WL 3968879 (D. Colo. Aug. 20, 2018); McGrew v. VCG

Holding Corp., 244 F. Supp. 3d 580, 592 (W.D. Ky. 2017), aff’d, 735 F. App’x

210 (6th Cir. 2018); Colon v. Conchetta, Inc., 2017 WL 2572517, at *4 (E.D. Pa.

June 14, 2017).

Hughes v. Ancestry.com is illustrative. There, plaintiff argued that an arbitration agreement was unconscionable because it was a “contract of adhesion” that defendant could unilaterally modify without limitation. Hughes v.

Ancestry.com, 580 S.W.3d 42, 46 n.5 (Mo. Ct. App. 2019). There, as here, plaintiff “rested upon the same arguments they directed at the arbitration agreement as a whole.” Id. at 48-49. Relying in part on Rent-A-Center, the appellate court enforced the delegation provision, explaining that general attacks on the contract or arbitration provision are insufficient because a delegation provision:

is an additional arbitration agreement, … severable and should be considered separately from the underlying arbitration agreement. … For [a party] to properly contest the validity of the delegation provision, [it] must have challenged the delegation provision specifically. Otherwise it is treated as valid and enforced…. A direct challenge is one that specifically addresses the delegation provision.

Hughes, 580 S.W.3d at 48 (brackets in original; internal quotation marks and citations omitted).

Because Chemours has not specifically challenged the Delegation

Provision, the Court need go no further. Chemours must present its arbitrability arguments to the Arbitral Tribunal.

II. THE SEPARATION AGREEMENT IS A BINDING CONTRACT. Even if the Court were to entertain Chemours’ argument that it never consented to the Separation Agreement, the Motion must still be granted. As

DuPont’s Opening Brief showed, Chemours did consent to the Separation

Agreement (including the Delegation Provision) because its duly authorized

directors and officers approved and executed it. (OB 9-10; id. at 23-25) Their approval is dispositive.

A. Chemours Consented To The Separation Agreement. Under Delaware law, corporations execute contracts through duly authorized agents following the appropriate corporate formalities. See Prairie

Capital III, L.P. v. Double E Holding Corp., 132 A.3d 35, 60 (Del. Ch. 2015)

(“Because it lacks a body and mind, a corporation only can act through human agents.”). Chemours concedes that its pre-spin directors and Vice President, respectively, approved and executed the Separation Agreement (AB 13) and does not dispute that the requisite corporate formalities were followed. That ends the discussion; the Separation Agreement is a valid contract. See Prairie Capital III,

132 A.3d at 60.

Nonetheless, Chemours persists that it did not consent in a “real-world sense” to the Separation Agreement, and even if it did, equity should invalidate that consent. (AB 27-31) Chemours’ position is untenable as a matter of law.

1. Chemours’ consent is binding under Delaware law. In support of its no-consent in a “real-world sense” argument,

Chemours alleges that it did not have actual power in the spin-off negotiations. It contends that the “Chemours board was acting on behalf of DuPont,” the

Chemours executive who signed the Separation Agreement was acting on behalf of

DuPont,3 and Chemours was forced to agree to DuPont’s terms. (AB 25-27) Thus, according to Chemours, it did not “assent” under a traditional contract-formation test. (AB 24-28)

Under controlling Delaware Supreme Court precedent, and consistent with what Chemours’ own counsel have regularly counseled spin-off practitioners,

Chemours legally assented to the Separation Agreement.

(a) Anadarko. Anadarko flatly rejects Chemours’ no-consent argument. Chemours’ contention that Anadarko did not concern “consent” or “contract rights” (AB 28-29 n.4, 36 n.8)4 is meritless. Anadarko addressed the same question Chemours

3 In arguing that Chemours’ Vice President Nigel Pond’s signature executing the Separation Agreement is invalid, Chemours cites irrelevant concepts and cases that actually support DuPont’s argument. See In re Tyson Foods, Inc. Consol. S’holder Litig., 919 A.2d 563, 583 (Del. Ch. 2007) (cited at AB 28 for irrelevant quote: “‘a formalistic and spiritless reading of past precedent to divide Delaware law from an obvious reality’”); Eagle Force Holdings, LLC v. Campbell, 187 A.3d 1209, 1229-30 (Del. 2018) (cited at AB 32) (“[W]here the putative contract is in the form of a signed writing, that document generally offers the most powerful and persuasive evidence of the parties’ intent to be bound.”); Corwin v. DeTrey, 1989 WL 146231, at *4 (Del. Ch. Dec. 4, 1989) (cited at AB 28-29 n.4) (a change in directors and circumstances does not permit a corporation to avoid contract). 4 Chemours cites Highlands Insurance Group, Inc. v. Halliburton Co., 2001 WL 287485, at *8 (Del. Ch. Mar. 21, 2001), aff’d, 801 A.2d 10 (Del. 2002) (TABLE), for the proposition that contracts between a parent and wholly owned subsidiary are not founded on mutual assent. (AB 35) But Highlands does not address that point. Chemours also erroneously cites the Restatement (Second) of Contracts Section 9, Comment a, for the proposition that parent-subsidiary contracts are essentially unenforceable contracts between the parent and itself. 15

advances here—whether a post-spin board can rescind allegedly “unfair” contracts approved by the pre-spin board. Anadarko Petroleum Corp. v. Panhandle E.

Corp., 545 A.2d 1171, 1174 (Del. 1988). Claiming “lack of consideration and gross unfairness,” Anadarko filed suit for rescission of pre-spin contracts that its former board had approved. Anadarko Petroleum Corp. v. Panhandle E. Corp.,

1987 WL 16508, at *4 (Del. Ch. Sept. 8, 1987) (“Anadarko Chancery”), aff’d, 545

A.2d 1171 (Del. 1988). The Court of Chancery dismissed these claims, explaining that the parent-subsidiary relationship meant “that there need be no consideration for a transfer of assets between the companies.” Id. According to the Court,

“when the parties to a spin-off have continuing contractual relations,” those contracts need not be the product of arm’s-length negotiations. Id. The Court therefore enforced contractual arbitration provisions in the parties’ pre-spin contracts and spin-off agreement. Id.

The Delaware Supreme Court affirmed the dismissal. It held that

Delaware law does not require a parent to “demonstrate the entire fairness of the disputed agreements” because “a parent does not owe a fiduciary duty to its wholly owned subsidiary” and subsidiary-directors “are obligated only to manage the affairs of the subsidiary in the best interests of the parent and its shareholders.” ______(cont’d from previous page) (AB 35) But Comment a does not address parent-subsidiary contracts, only single-party contracts. Restatement (Second) of Contracts § 9 cmt. a (Am. Law Inst. 1981).

Anadarko, 545 A.2d at 1174; see also Abex Inc. v. Koll Real Estate Grp., Inc.,

1994 WL 728827, at *17 (Del. Ch. Dec. 22, 1994) (“Where a parent corporation contracts with its wholly owned subsidiary (as occurred here), the ‘entire fairness’ mode of analysis is inapplicable. Under Anadarko, the only relevant inquiry is whether the contract is in the best interests of the parent and its shareholders.”).

The Second Circuit reached a similar conclusion in Aviall, Inc. v.

Ryder System, Inc., 110 F.3d 892, 893 (2d Cir. 1997) (“Aviall II”). There, the parent company, Ryder, spun off its wholly owned subsidiary, Aviall. After the spin-off, Aviall disputed the separation agreement’s allocation of assets and liabilities between itself and Ryder. After Ryder sought arbitration under the separation agreement (titled the Distribution Agreement), Aviall objected and sued for reformation because the agreement designated Ryder’s auditor as the arbitrator.

Id. at 895. It alleged that the terms were unconscionable because (1) they were dictated by Ryder, and Aviall was not able to negotiate them; (2) Ryder did not provide Aviall with independent counsel; (3) Ryder’s counsel (Wachtell) drafted the entire agreement; and (4) a Ryder official signed the agreement on Aviall’s behalf. Aviall, Inc. v. Ryder System, Inc., 913 F. Supp. 826, 832 (S.D.N.Y. 1996)

(“Aviall I”), aff’d, 110 F.3d 892 (2d Cir. 1997).

Relying on Anadarko, the district court rejected any infirmity in the contracting process, including Aviall’s unconscionability argument, warning that

such a finding “would establish a principle that would render every clause of every spin-off agreement potentially voidable.” Aviall I, 913 F. Supp. at 832-33. The

Second Circuit affirmed. Citing Anadarko, it concluded:

Admittedly, as a wholly-owned subsidiary, Aviall played no role in the drafting of the Distribution Agreement and had no power to bargain over its terms. But that in no way points to any infirmity in the contracting process, for Ryder was obligated to draft those terms in the manner most advantageous to its shareholders, who would also be the shareholders of Aviall immediately following the spin-off. … Thus, Aviall can hardly object to the Distribution Agreement being enforced according to its terms.

Aviall II, 110 F.3d at 896 (emphasis added).

These principles are the foundation of spin-off transactions. As

Chemours’ counsel publicly states in its Spin-Off Guide: “[I]t is the duty of the parent’s board to establish the terms of the separation in a manner that serves the best interests of the parent shareholders (who, of course, will also be the initial shareholders of the spin-off company).” (OB Ex. 1 at 13) “There is no duty of

‘fairness’ as between the parent and the spin off company.” (Id. at 20) “[T]he spin-off company’s directors and officers typically will primarily consist of a small number of personnel of the parent company, which facilitates obtaining the necessary approvals and signing documents on behalf of the spin-off company.”

(Id. at 22) Under this structure, “contractual relationships can be established” between the parent and subsidiary. (Id. at 12 (emphasis added)) Indeed, “[a] parent typically enters into a number of agreements with the spin-off company to

implement the spin-off and establish a framework for their relationship following completion of the spin-off.” (Id. at 33)5

(b) Chemours’ other extreme arguments. Lacking legal support to avoid the Delegation Provision, Chemours devises other extreme arguments that directly contradict its own counsel’s public guidance. For example, Chemours argues that it could not assent to the Separation

Agreement because, as a wholly owned subsidiary, its directors and sole officer were “installed” by DuPont “with instructions to advance DuPont’s own interests.”

(AB 27) Chemours argues that such agreements between corporations and their wholly owned subsidiaries are not “enforceable as a matter of contract law” (id. at

34), and that parent-subsidiary contracts are valid only if parent companies allow subsidiaries to have “bargaining committee[s],” retain separate counsel, or

“empower[] the subsidiary’s representatives to act on the subsidiary’s behalf” (id. at 32-34). Anadarko rejects such arguments.

If the directors and officers of a wholly owned subsidiary considered interests other than those of the parent, they would breach their fiduciary duties.

See Anadarko, 545 A.2d at 1174. Because “wholly-owned subsidiary corporations

5 As discussed in Section II.B, Chemours has never repudiated any of its pre-spin agreements. After the spin, Chemours acknowledged in SEC filings that its pre-spin board—“consisting of DuPont employees”—took actions that were binding on post-spin Chemours (including dividend declarations). (See Bookout Ex. 21 at 49)

are expected to operate for the benefit of the parent corporations,”6 any bargaining committee, counsel, or “empower[ed]” representative would be required under their fiduciary duties under Anadarko to look solely to the parent’s interests when acting “on the subsidiary’s behalf.” See Aviall II, 110 F.3d at 896.7

For Anadarko to have meaning, contracts between parents and wholly owned subsidiaries must be binding. Otherwise, directors and officers of wholly owned subsidiaries would face an impossible dilemma. On one hand, if they execute a contract with solely the parent’s interest in mind, that contract would be void for lack of mutual assent. On the other, if they bargain against the interests of

6 Trenwick Am. Litig. Trust v. Ernst & Young, L.L.P., 906 A.2d 168, 191 (Del. Ch. 2006), aff’d sub nom. Trenwick Am. Litig. Tr. v. Billett, 931 A.2d 438 (Del. 2007) (TABLE). 7 The cases Chemours cites to support its lack of mutual assent argument are similarly inapposite because they do not address parent-subsidiary contracts and have materially different facts. See Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 684 (2010) (finding “no agreement” where parties stipulated that contract provision did not address matter at issue); Dervaes v. H.W. Booker Constr. Co., 1980 WL 333053 (Del. Super. Ct. May 28, 1980) (finding that homeowners’ attorney hid from client that attorney also was an officer, director and general counsel for home contractor); Janiga v. Questar Capital Corp., 615 F.3d 735, 738 (7th Cir. 2010) (holding that binding contract between investor and investment service compelled arbitration despite investor “understand[ing] only limited English” and reviewing just one of three pages of the contract because “none of these arguments refutes the basic point that Janiga signed an agreement with Questar … and that the parties performed under that agreement for a year or so”); Weber v. Kirchner, 2003 WL 23190392, at *2 (Del. Ch. Dec. 31, 2003) (finding plaintiff “of limited means” sufficiently stated claim of duress because complaint pled “threat of litigation, both civil and criminal, physical threats and emotional gamesmanship”).

the parent in favor of future stockholders of the subsidiary, they would breach their fiduciary duties. That is not, and cannot be, Delaware law.

To support its no-mutual-assent argument, Chemours turns to unpersuasive decisions outside of Delaware (AB 34-35), including a 2017 split-decision by the West Virginia Supreme Court, Blackrock Capital Investment

Corp. v. Fish, 799 S.E.2d 520 (W. Va. 2017). But Blackrock dealt with materially different facts, the court only heard one side of the argument and the majority ignored the broader legal ramifications of its decision. See Blackrock, 799 S.E.2d at 523-25, 538-40. Much like Chemours does now, the Blackrock majority dismissed the Anadarko decision with a single sentence, arguing that Anadarko

“did not consider the doctrine of unconscionability.” Id. at 530.8 But in Anadarko, the Court of Chancery did in fact dismiss claims alleging that spin-related contracts were unfair. See Anadarko Chancery, 1987 WL 16508, at *4. (The Blackrock court mistakenly cited an earlier decision in Anadarko where the Court did not rule on the fairness of the contracts.)9

8 The Blackrock court did not address Aviall other than to acknowledge its existence in a footnote. Blackrock, 799 S.E.2d at 530 n.32. 9 We are not aware of any case that has cited Blackrock’s holding with approval. One secondary source commenting on the case noted that “the decision was really one about piercing a corporate veil.” Howard O. Hunter, Modern Law of Contracts § 19.39 (April 2019 update).

Chemours also argues that parent-subsidiary agreements are not enforceable as a matter of contract law because they are “creature[s] of corporation law, not contract law.” (AB 35)10 That argument is contradicted by Anadarko, which enforced rights, including arbitration provisions, set forth in contracts, not charters. Likewise, in Aviall II, the court enforced a contractual arbitration provision, not a charter provision, with the Second Circuit expressly discussing the

“contracting process” between the parent and the subsidiary. Aviall II, 110 F.3d at

896. The fact that the Aviall I court analogized the separation agreement there to a charter document (AB 35) does not change the fact that the court considered and dismissed contract law claims for reformation (including allegations of unconscionability) on the merits. See Aviall I, 913 F. Supp. at 828, 831-32.11

10 Chemours attempts to rely on Anadarko for this proposition. (AB 36) But Chemours ignores that the disputed agreements in Anadarko, which were upheld by both the Court of Chancery and the Delaware Supreme Court, were between Anadarko and its parent, Panhandle. Anadarko, 545 A.2d at 1173 (“Panhandle began restructuring existing contracts between Panhandle and Anadarko.”). 11 Chemours makes much of the fact that Aviall applied New York law (e.g., AB 58), but does not identify any relevant difference between New York and Delaware contract law, and this Court has repeatedly remarked that New York and Delaware contract law generally do not differ. See, e.g., Rohe v. Reliance Training Network, Inc., 2000 WL 1038190, at *8 (Del. Ch. July 21, 2000) (observing that “New York and Delaware law are generally harmonious in their approach to contract interpretation”).

2. Equity does not favor letting subsidiaries selectively repudiate their contracts. Unable to reconcile its positions with Anadarko, Chemours argues that “equity” requires the Court to step in and ignore the plain language of the

Delegation Provision.12 Chemours does not ask the Court to dissolve the entire

Separation Agreement, but only to cancel or reform the provisions that it does not like. (AB 29-31) In support of its argument, Chemours points to provisions allocating liabilities between the parties and accuses DuPont of “engag[ing] in a frenetic shell-game of acquisition and divestiture” to avoid its liabilities. (AB 30-

31) These allegations are not only unfounded (Chemours offers no supporting facts), they are completely irrelevant to the sole legal question here: Is the Court required to send this action to arbitration so that the arbitrator may determine arbitrability?13

To the extent equities are at issue here, they favor granting the

Motion. First, equity cannot ignore the public policy governing the relationships of parents and wholly owned subsidiaries articulated in Anadarko in favor of

12 Chemours’ citation to Quadrant Structured Products Co. v. Vertin, 102 A.3d 155 (Del. Ch. 2014), is ill-considered. (See AB 29-30) Quadrant had nothing to do with arbitration, and no one disputes that the Court would have jurisdiction over this matter if there was no express agreement to arbitrate. 13 For the same reasons, Chemours’ citations to In re Tronox, Inc., 503 B.R. 239 (Bankr. S.D.N.Y. 2013), Kelley v. Thomas Solvent Co., 725 F. Supp. 1446 (W.D. Mich. 1988), and In re Massey Energy Co., 2011 WL 2176479 (Del. Ch. May 31, 2011), are irrelevant.

selectively reforming parent-subsidiary contracts. Cf. Trounstine v. Remington

Rand, 194 A. 95, 99 (Del. Ch. 1937) (“It is not to be conceived that if one hundred per cent [sic] of the preferred stockholders in the Wilson & Co. Case had voted in favor of the amendment, the court would, out of regard for some supposed public policy, have declared the amendment void.”).

Second, “[a] party to a contract cannot silently accept its benefits and then object to its perceived disadvantages….” Graham v. State Farm Mut. Auto.

Ins. Co., 565 A.2d 908, 913 (Del. 1989) (affirming that a “‘take-it-or-leave-it’” arbitration clause was not unconscionable). For four years, Chemours has embraced—not repudiated—the Separation Agreement, while accepting its substantial benefits. (See § II.B, infra)

Third, the potential harm to Defendants and other companies in similar situations is massive. Chemours asks the Court to give a former subsidiary a veto right over any provisions of a parent-subsidiary contract that it later deems unsatisfactory. If subsidiaries had that power, no contract between a parent and subsidiary would ever be secure. As the Court has recognized, “‘[a] huge amount of wealth generation results from the use of distinct entities by corporate parents to conduct business.’” NAMA Holdings, LLC v. Related WMC LLC, 2014 WL

6436647, at *35 (Del. Ch. Nov. 17, 2014) (citation omitted).

If parent-subsidiary contracts were not binding, all parent-subsidiary agreements, like supply or service agreements, intercompany loans, intellectual property cross licenses, management agreements, cash management agreements, and subsidiary guarantees, would be called into doubt. Courts regularly enforce such agreements. See, e.g., Anadarko Chancery, 1987 WL 16508, at *1 (noting enforcement of arbitration provision in spin-off agreement); Anadarko Petroleum

Corp. v. Panhandle E. Corp., 1987 WL 13520, at *6-7 (Del. Ch. July 7, 1987)

(enforcing gas purchase contracts entered pre-spin between the former parent and subsidiary); In re AbbVie Inc. Stockholder Derivative Litig., 2015 WL 4464505, at

*5 (Del. Ch. July, 21, 2015) (dismissing challenge to mutual release provisions in separation agreement).

Finally, this Court has repeatedly refused to invoke equity to blue- pencil agreements and strip parties of contractual rights. See, e.g., C & J Energy

Servs., Inc. v. City of Miami Gen. Emps.’ & Sanitation Ret. Tr., 107 A.3d 1049,

1054 (Del. 2014); FrontFour Capital Grp. LLC v. Taube, 2019 WL 1313408, at

*33 (Del. Ch. Mar. 11, revised Mar. 22, 2019) (refusing to “blue-pencil” a merger agreement because it would deny buyer “the benefit of its bargain and force

[buyer] to comply with terms to which it never agreed”). Under Anadarko, DuPont acted exactly as its duties required.

B. Chemours Repeatedly Ratified The Separation Agreement. As DuPont’s Opening Brief showed, in the four years following its spin-off, Chemours ratified the Separation Agreement, enjoying its benefits and using the assets transferred under it to return over $1 billion to Chemours’ stockholders. (OB 9-14, 25-32) Under Delaware law, Chemours’ post-spin ratification of the Separation Agreement cured any supposed defect based on unconscionability or lack of consent.

Delaware law is clear that when a person or company with “‘full knowledge … freely and advisedly does anything which amounts to the recognition of a transaction, or acts in a manner inconsistent with its repudiation, … the transaction, although originally impeachable, becomes unimpeachable in equity.’” Papaioanu v. Comm’rs of Rehoboth, 186 A.2d 745,

749-50 (Del. Ch. 1962) (emphasis added; citation omitted).14

That is precisely the situation here. First, during the four years following the spin-off, Chemours never repudiated the Separation Agreement; this alone is sufficient to ratify and cure any alleged defect of consent. See Staples v.

14 See also Graham, 565 A.2d at 913; Home Buyers Warranty Corp. v. Jones, 2016 WL 2350103, at *5 (D. Del. May 4, 2016) (finding “the parties validly agreed to the warranty [agreement], including the provisions to arbitrate arbitrability”), report and recommendation adopted by 2016 WL 3457006 (D. Del. June 21, 2016); In re Pinnacle Land Grp., LLC, 2018 WL 4348051, at *9- 10 (Bankr. W.D. Pa. Sept. 10, 2018) (applying Delaware law; explaining that ratification can be express or implied, and “eradicat[es] any defect as to its efficacy”). (See also OB 26-27)

Billing, 1994 WL 30548, at *11-13 (Del. Ch. Jan. 31, 1994) (plaintiff who delayed three years before bringing an action barred from complaining about unauthorized transaction); Allen v. Riese Org., Inc., 965 N.Y.S.2d 437, 440 (N.Y. App. Div.

2013) (“‘party seeking to repudiate a contract procured by duress must act promptly lest he or she be deemed to have elected to affirm it’”; three years

“cannot under any circumstances be considered prompt” (emphasis added; citation omitted)).

Second, Chemours explicitly ratified the Separation Agreement and its arbitration provisions through its post-spin agreements. After the spin-off, an independent Chemours signed a series of side letter agreements in which

Chemours acknowledged being a party to and bound by the Separation Agreement.

(See, e.g., Bookout Exs. 13-15, 17, 19) In its August 27, 2015 side letter agreement, Chemours agreed to the following:

 “The Parties agree that during such Extension Period, the terms and conditions of Section 2.13(b)(v) [of the Separation Agreement], including, but not limited to, the access provisions, shall continue to apply in full force and effect and be binding on the Parties.”

 “The provisions of Article X of the Separation Agreement shall apply to this side letter mutatis mutandis, and the dispute resolution provisions of Article VIII of the Separation Agreement shall apply to the resolution of any disputes arising under this side letter.”

(Bookout Ex. 13 §§ 1(b), 3 (emphasis added))

In 2017, Chemours signed “Amendment Number 1 to Separation

Agreement,” which provided that DuPont would pay over $300 million to help settle the personal injury claims in the Ohio PFOA MDL. Chemours’ GC personally executed that Agreement, which reaffirmed, rather than repudiated, the

Separation Agreement. (See OB Ex. 4, Amend. 1 to SA Art. II § 2.3 (“all of the terms of the Separation Agreement shall remain in full force and effect”

(emphasis added))

Amending a contract—let alone agreeing that such contract “shall remain in full force and effect”—is entirely inconsistent with repudiating the contract as unauthorized or unconscionable.15 Chemours tries to avoid this obvious conclusion by arguing that it could not have ratified the Separation Agreement because, “[s]ince becoming an independent company, Chemours has consistently opposed DuPont’s interpretation of the Separation Agreement.” (See, e.g., AB 38)

This misses the mark. By disputing the interpretation of its obligations under the

Separation Agreement, Chemours necessarily acknowledges that it has obligations

15 “[I]f parties to a contract make a new and independent agreement … though they may differ in terms, if their legal effect is the same the second is merely a ratification of the first and the two must be construed together.” Foss-Hughes Co. v. Norman, 119 A. 854, 855 (Del. Super. Ct. 1923); see also Ellipso, Inc. v. Mann, 541 F. Supp. 2d 365, 372 (D.D.C. 2008) (“The negotiation and execution of the ... amendment … is alone sufficient to constitute performance that forecloses Ellipso’s ability to seek rescission” of a previously voidable agreement.).

under the Separation Agreement. See Papaioanu, 186 A.2d at 749-50 (internal quotation marks and citation omitted). DuPont is not arguing that by signing the

2017 Amendment, Chemours ratified DuPont’s interpretation of all terms in the

Separation Agreement. DuPont’s point is this: by amending the Separation

Agreement and agreeing that it “shall remain in full force and effect,” Chemours confirmed (ratified) that it is bound by the Separation Agreement and waived any argument to the contrary, including lack of authority or unconscionability. In doing so, Chemours agreed (again) that the Arbitral Tribunal would resolve disputes regarding the Separation Agreement.

Third, the 2017 Amendment not only ratifies the Separation

Agreement, it is a separate contract in which Chemours agreed that it is bound by the Separation Agreement (“all of the terms of the Separation Agreement shall remain in full force and effect”), and thus waived any argument it is not bound.

(OB Ex. 4, Amend. 1 to SA § 2.3 (emphasis added)) A promise to be bound by an antecedent contract is binding even if the earlier contract was otherwise voidable.

See Restatement (Second) of Contracts § 85 (Am. Law Inst. 1981); Foss-Hughes,

119 A. at 855; Wilmington Sav. Fund Soc’y, F.S.B. v. Swanson, 2016 WL

6948454, at *7 (Del. Super. Ct. Nov. 21, 2016) (“The plain, clear and express language of the [subsequent] Agreement provides that the [antecedent agreement] remain[s] in full force and effect.”); see also Ellipso, 541 F. Supp. 2d at 372.

Chemours fails to distinguish Wilmington Savings (AB 41), which held that Delaware courts routinely enforce agreements that provide that an earlier contract “remains in full force and effect.” 2016 WL 6948454, at *6. Having unambiguously agreed that the Separation Agreement remains in full force and effect, Chemours is precluded from now arguing the opposite: that the Separation

Agreement has no force and effect. See id. (See also OB 27 (discussing

Wilmington Savings))

Finally, over the past four years, and as recently as 2019, Chemours has consistently reiterated in its SEC filings that the Separation Agreement and related agreements “govern the relationship between us and DuPont following the separation.” (Bookout Ex. 24 at 3) Chemours admitted “we are required to indemnify DuPont with regard to liabilities allocated to, or assumed by us under … the separation agreement.” (Id. at 11) Chemours has indicated that it has performed its indemnification obligations under the Separation Agreement for four years. (Id. (“indemnification obligations to date have included defense costs[,] … certain damages awards, settlements, and penalties”)) And Chemours profited greatly from the assets it acquired in the spin-off transaction, so much so that it has been able to distribute over $1 billion to its stockholders. (See OB 25-32)

Chemours’ express ratification, public filings, long history of performance under the Separation Agreement and retention of benefits under the

Separation Agreement are inconsistent with repudiation of the agreement as unauthorized and, thus, constitute ratification.

C. THE DELEGATION PROVISION IS NOT UNCONSCIONABLE. Even if the unconscionability doctrine were applicable to the

Separation Agreement (and it is not, as explained above),16 and even if it were the

Court’s role to determine unconscionability (and it is not, as explained above),

Chemours’ argument would still fail. As Chemours concedes (AB 46), an agreement cannot be invalidated as unconscionable unless a plaintiff can establish both procedural and substantive unconscionability. Aviall I, 913 F. Supp. at 834;

Standard Gen., 2017 WL 6498063, at *17.17 Chemours can establish neither here.

An unconscionable contract is one that “‘no man in his senses and not under delusion would make on the one hand, and as no honest or fair man would

16 Unconscionability is measured at the time of contract formation. See, e.g., Standard Gen. L.P. v. Charney, 2017 WL 6498063, at *17 (Del. Ch. Dec. 19, 2017), aff’d, 195 A.3d 16 (Del. 2018); James v. Nat’l Fin., LLC, 132 A.3d 799, 814 (Del. Ch. 2016) (“Whether a contract is unconscionable is determined at the time it was made[.]”) (cited in AB passim). As explained in Anadarko and Aviall I (and consistent with the WLRK Spin-Off Guide), because DuPont owed no duty of fairness to Chemours before the spin, the Separation Agreement cannot be procedurally or substantively unconscionable as a matter of law. 17 Chemours’ speculation that Aviall I is not good law (AB 60) is meritless. Aviall was affirmed by the Second Circuit, 110 F.3d 892 (2d Cir. 1997), and in any event, neither of the cases upon which Chemours relies supports such a result. (See Section II.A.1.b, supra, discussing Blackrock); In re Paragon, 588 B.R. at 758 (not addressing Aviall and upholding, under New York law, validity of arbitration provision).

accept, on the other.’” Tulowitzki v. Atl. Richfield Co., 396 A.2d 956, 960 (Del.

1978) (citation omitted). “[T]o set aside an agreement as unconscionable, the burden is on a petitioner to show both that the terms of the contract are oppressive and that the oppressed party was deprived of meaningful choice; in other words, the agreement must be manifestly and fundamentally unfair.” In re M.M., 2013

WL 1415837, at *3 (Del. Ch. Apr. 4, 2013).

1. Procedural unconscionability. For all the reasons discussed above, the Separation Agreement is not the product of flawed procedure. It complied with Delaware law and common spin practice. In fact, it would have been unconscionable, and contrary to Delaware law, to permit a prospective Chemours governing body to dictate the terms for the benefit of a prospective Chemours and its prospective stockholders.

2. Substantive unconscionability. In the single footnote Chemours devotes to the Delegation Provision, it does not object at all to its substance. (AB 32-33 n.6) Thus, Chemours concedes that the one provision before this Court on the Motion is not unconscionable. See

Rent-A-Center, 561 U.S. at 72.

Chemours says that the arbitration provisions as a whole are a “one- sided arrangement that no one freely acting on Chemours’s behalf would have agreed to.” (AB 57) Not only are those provisions not manifestly oppressive, but

on August 27, 2015, a fully independent, post-spin Chemours signed a letter agreement with DuPont freely agreeing to the exact arbitration provisions from the Separation Agreement. It did so in their entirety and without revision:

(Bookout Ex. 13 § 3 & p.4 (highlighting added))

Chemours’ voluntary, post-spin agreement to the arbitration provisions confirms the spuriousness of its “unconscionability” argument. See Lee

Builders, Inc. v. Wells, 92 A.2d 710, 713 (Del. Ch. 1952) (“I do not see how defendants can now contend that there was any over-reaching or improper action on the part of the purchaser when later they executed an agreement containing substantially the same terms and conditions.”), rev’d on other grounds, 99 A.2d

620 (Del. 1953); Camferdam v. Ernst & Young Int’l, Inc., 2004 WL 307292, at *3 n.3 (S.D.N.Y. Feb. 13, 2004) (rejecting argument that arbitration provisions were

unconscionable in part because “at least one of the Plaintiffs signed subsequent agreements that contained a substantially similar arbitration provision”).

Furthermore, as DuPont’s Opening Brief showed, such provisions are commonly enforced. (OB 35-42) Chemours’ rejoinder that “a party cannot excuse its unconscionable conduct by claiming that everybody does it” (AB 53) is misguided. In assessing substantive unconscionability, Delaware courts consider whether the disputed contract is out of step with common practice—in other words,

“‘so extreme as to appear unconscionable according to the mores and business practices of the time and place.’” James, 132 A.3d at 815 (citation omitted). As explained above, the Chemours spin-off is entirely consistent with its own post- spin agreements and its own counsel’s Spin-Off Guide. (See II.A.1.a, supra; see also OB Ex. 1 at 18, 34 (discussing allocation of liabilities and the wholly owned subsidiary’s indemnification of the parent for matters relating to the subsidiary’s business))

Chemours ignores the Spin-Off Guide in its opposition, instead comparing its spin-off to “59 comparably sized spin-offs in the past five years,” arguing that “nobody does what DuPont has done here.” (AB 54 (emphasis omitted)) That “statistic” is meaningless. Chemours does not identify the supposed transactions or provide any details about their procedural context. Such conclusory allegations are entitled no weight. See Ciro, Inc. v. Gold, 816 F. Supp.

253, 257 (D. Del. 1993) (explaining that “‘legal conclusions, deductions or opinions couched as factual allegations are not given a presumption of truthfulness’” (citation omitted)).

Chemours’ remaining substantive unconscionability arguments attack parts of the Separation Agreement’s arbitration provision, couched with the mantra that “no reasonable person in Chemours’s position would have agreed to these terms.” (AB 52) But of course, as discussed above, Chemours agreed to those exact same arbitration provisions less than two months after its spin-off.

Moreover, none of those arguments address the Delegation Provision, and are therefore irrelevant to the question of its enforceability. See § I, supra; Rent-A-

Center, 561 U.S. 63. In any event, Chemours’ attacks on other parts of the arbitration agreement are unfounded, as DuPont explained in its Opening Brief.

(OB 22-23)

Finally, Chemours wrongly argues that the Arbitral Tribunal cannot decide the threshold arbitrability question if the arbitrators lack power to alter the

Separation Agreement’s terms. (AB 49-50, 55-56) The United States Supreme

Court has rejected this same argument, holding that courts should not interpret a contractual provision themselves “on the basis of ‘mere speculation’” that an arbitrator might interpret a certain provision a certain way. PacifiCare Health Sys.,

Inc. v. Book, 538 U.S. 401, 406-07 (2003). “[S]ince we do not know how the

arbitrator[s] will construe the remedial limitations, the questions whether they render the parties’ agreements unenforceable and whether it is for courts or arbitrators to decide enforceability in the first instance are unusually abstract. …

[T]he proper course is to compel arbitration.” Id. at 407.

CONCLUSION The Motion should be granted and the action should be sent to arbitration for a determination of arbitrability.

Respectfully submitted,

/s/ Robert S. Saunders Robert S. Saunders (ID No. 3027) Jennifer C. Voss (ID No. 3747) Arthur R. Bookout (ID No. 5409) Jessica R. Kunz (ID No. 5698) SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 Tel.: (302) 651-3000

Attorneys for Defendants

Words: 7,870 DATED: November 13, 2019

CERTIFICATE OF SERVICE

I, Robert S. Saunders, hereby certify that on November 13, 2019, a copy of the Reply Brief in Further Support of Defendants’ Motion to Dismiss the

Verified First Amended Complaint for Lack of Subject Matter Jurisdiction,

Supplemental Transmittal Affidavit of Arthur R. Bookout with Exhibits 6-25 and

Compendium of Selected Authorities was served electronically via File &

ServeXpress upon the following counsel of record:

Joel E. Friedlander (ID No. 3163) Jeffrey M. Gorris (ID No. 5012) Christopher M. Foulds (ID No. 5169) Christopher P. Quinn (ID No. 5823) FRIEDLANDER & GORRIS, P.A. 1201 N. Market Street, Suite 2200 Wilmington, Delaware 19801

Attorneys for Plaintiff

/s/ Robert S. Saunders Robert S. Saunders (ID No. 3027)

860815-WILSR01A - MSW IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE CHEMOURS COMPANY, ) ) Plaintiff, ) ) v. ) C.A. No. 2019-0351-SG ) DOWDUPONT INC.; CORTEVA, INC.; ) AND E. I. DU PONT DE NEMOURS AND ) COMPANY, ) ) Defendants. )

SUPPLEMENTAL TRANSMITTAL AFFIDAVIT OF ARTHUR R. BOOKOUT IN SUPPORT OF REPLY BRIEF IN FURTHER SUPPORT OF DEFENDANTS’ MOTION TO DISMISS THE VERIFIED FIRST AMENDED COMPLAINT FOR LACK OF SUBJECT MATTER JURISDICTION

STATE OF DELAWARE ) ) ss. COUNTY OF NEW CASTLE )

I, Arthur R. Bookout, Esquire, being duly sworn according to law, depose and state as follows:

1. I am a member in good standing of the Bar of the Supreme Court of

Delaware and counsel to Skadden, Arps, Slate, Meagher & Flom LLP, counsel for defendants DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.), Corteva, Inc. and

E. I. du Pont de Nemours & Co. (collectively, “Defendants”) in the above- captioned action. 2. Attached hereto are true and correct copies of the following documents:

Ex. No. Description

6 Email chain between D. Shelton and M. Vergnano, cc: K. Wellman, M. Newman, re: Separation Agreements, dated December 30, 2014. 7 Email from D. Shelton to M. Guest, cc: S. Niles, K. Wellman, re: Thank You, dated February 2, 2015. 8 Email chain between D. Shelton and S. Fox, re: Follow up to our conversation, dated March 4, 2015. 9 Email from D. Shelton to M. Vergnano and M. Newman, cc: K. Wellman, re: conversation with Stacy Fox - for info, dated March 4, 2015. 10 Email from D. Shelton to M. Guest, cc: S. Niles, K. Wellman, re: A quick question re non competes, dated April 5, 2015. 11 Presentation - Separation Agreements, dated April 8, 2015. 12 Email chain among M. Vergnano, E. Kullman and others, dated April 10, 2015. 13 Side Letter Agreement between E. I. du Pont de Nemours & Company and The Chemours Company, dated August 27, 2015. 14 Side Letter Agreement between E. I. du Pont de Nemours & Company and The Chemours Company, dated October 14, 2015. 15 Side Letter Agreement between E. I. du Pont de Nemours & Company and The Chemours Company, dated October 28, 2015. 16 The Chemours Company, Q3 2015 Earnings Call (Nov. 5, 2015). 17 Side Letter Agreement between E. I. du Pont de Nemours & Company and The Chemours Company, dated November 11, 2015. 18 The Chemours Company, The Chemours Company Announces Next Steps in Transformation Plan (Nov. 30, 2015).

Ex. No. Description

19 Side Letter Agreement between E. I. du Pont de Nemours & Company and The Chemours Company, dated December 4, 2015. 20 The Chemours Company, Q4 2015 Earnings Call (Feb. 24, 2016). 21 The Chemours Company, 2015 Annual Report (Feb. 25, 2016) (excerpt). 22 The Chemours Company, Chemours Completes Sale of Clean and Disinfect Business to LANXESS (Sept. 1, 2016). 23 The Chemours Company, The Chemours Company Reports Third Quarter 2016 Results; Significant Earnings and Margins Increases Driven by Progress on Transformation Plan and Improved Market Conditions (Nov. 6, 2016). 24 The Chemours Company, 2018 Annual Report (Feb. 15, 2019) (excerpt). 25 Affidavit of Ellen J. Kullman, dated November 6, 2019.

EXHIBIT 6 Message From: Shelton, David C.[/0=MMS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=SHELTON, DAVID06800D3B-14C9-478E-98E7-7504AF719B4C1213] Sent: 12/30/2014 4:58:56 PM To: VERGNANO, MARK P [Mark.P.Vergnano@dupont.com] CC: WELLMAN, KRISTINE M.[[email protected]]; NEWMAN, MARK [[email protected]] Subject: RE: Separation Agreements

Will do. We're in the process of collecting all input and narrowing the candidate list.

From: VERGNANO, MARK P Sent: Tuesday, December 30, 2014 11:02 AM To: Shelton, David C. Cc: WELLMAN, KRISTINE M.; NEWMAN, MARK Subject: Re: Separation Agreements

Thanks Dave. I think we should begin the process of choosing our future council and asking them, as a gesture of good faith, to help us teview these agreements. You can ask Stacy if we could retain council, but I doubt we can, since all decisions on the spin are DuPont's (as we well know!!)

Regards,

Mark

On Dec 30, 2014, at 10:54 AM,"Shelton, David C. wrote:

Hi Mark.

Just a quick update, for your info.

As of yesterday, all four agreements (IP, Tax, Employee Matters and Master Separation) have now been posted to Intralinks. Kristine and I, along with select members of the legal leadership team, are reviewing and will meet next week to compare notes. Chen has offered a meeting in early January to field our questions. I will let you know what major issues/questions/concerns we may find, and I will prioritize an issue list after we get clarification on our questions from the M&A group and Skadden.

On another topic, Skadden recently wrote me a letter and informed us that they represent DuPont and not Chemours, and in fact have never represented the interests of Chemours. They acknowledged in the letter that their advice to DuPont may be adverse to the interests of Chemours. Although this is disappointing to hear, I fully expected this letter. In fact, the only surprising thing about the letter is that they took so long to send it. That raises the question of whether Chemours should have independent counsel. It is quite unusual for a parent to permit a spin to retain its own counsel, and from my conversations with Stacy I don't believe it is worth the ask, or even necessary at this point. Mark N, Kristine and I have talked, and in the circumstance where we may need an external thought partner to help us interpret the agreements or plan for the future, we will be able to find a willing partner now to invest in the future relationship. Mark N, the legal team will look at the Tax Matters agreement on high spot basis, but as we discussed we will look to you and Gretchen for a more nuanced review. We can compare notes after the New Year. Let me know if that doesn't meet your expectations.

Hope you all have a wonderful New Year. dave EXHIBIT 7 To: [email protected][[email protected]] Cc: [email protected][[email protected]]; WELLMAN, KRISTINE M.[[email protected]] From: Shelton, David C.[/O=MMS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=SHELTON, DAVID06800D3B-14C9-478E-98E7-7504AF719B4C12B] Sent: Mon 2/2/2015 6:03:27 PM (UTC) Subject: Thank You

Matt,

Thanks so much to you and the Wachtell team for hosting us on Friday. I really enjoyed meeting you, Sebastian, Josh, Bill and David. I was impressed with your team, your knowledge about what we’re going through, and your willingness to assist.

Thanks for taking the time to assemble the team, for all the pre-work and for the materials which walk us through some of the issues we should be considering. I thought it was a great discussion and indicative of how we could partner to put us in the best position pre and post spin. Kristine and I are going through a lot, so knowing that there is a team out there that understands our challenges and is willing to help is certainly comforting.

Thanks again to Sebastian for bringing us a copy of the NYSE Governance Guide. I started it this weekend and it is spot on.

We look forward to further discussion and are shooting to get back to you in the next week or so.

Thanks again,

dave

______

David C. Shelton Associate General Counsel, DuPont Legal Chestnut Run Plaza 721/2258 974 Centre Road Wilmington, DE 19805-1269

Office: 302 999-6882 [email protected]

EXHIBIT 8 Message From: Shelton, David C. [[email protected]] Sent: 3/4/2015 5:15:38 PM To: FOX, STACY L. [[email protected]] Subject: RE: Follow up to our conversation

Agreed. That's our understanding. Thanks.

From: FOX, STACY L. Sent: Wednesday, March 04, 2015 12:14 PM To: Shelton, David C. Subject: Re: Follow up to our conversation

Understood. Please make sure any pre-spin work with Wachtell is gratis on their part. I'm sure they're happy to do that as am accommodation to a great new client!

Stacy L. Fox 586.246.1092

On Mar 4, 2015, at 12:09 PM,"Shelton, David C. wrote:

Stacy,

It was nice talking to you this morning.

I appreciate your candor and your directional alignment with our inclination of using Wachtell post spin, and with our thought-partnering with them pre-spin to help us think through and plan for governance challenges on Day 1.

I am planning to meet with them in the week of March 23 to discuss some best practices for companies in our situation and with our governance. As we discussed, the better picture we can have of the governance decisions, the better the planning process will be. I understand we will have to keep this information very close, and I will put in place whatever you think makes sense to ensure it stays close. Look forward to discussing the content further.

Thanks,

dave EXHIBIT 9 To: VERGNANO, MARK P ([email protected])[[email protected]]; NEWMAN, MARK[[email protected]] Cc: WELLMAN, KRISTINE M.[[email protected]] From: Shelton, David C.[/O=MMS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=SHELTON, DAVID06800D3B-14C9-478E-98E7-7504AF719B4C12B] Sent: Wed 3/4/2015 5:26:29 PM (UTC) Subject: conversation with Stacy Fox - for info

I had a good conversation with Stacy Fox this morning.

She brought up that she knew we were going to use Wachtell. I asked her not to socialize this with Skadden, since we need Skadden’s engagement pre-spin. She didn’t think Lou or Brandon knew.

I asked if she had any problem with our engagement of them pre-spin. Although she didn’t approve of us paying them pre-spin ( “all pre-spin work must be gratis”), she was in complete alignment with our engagement prior to spin. She understood that we needed it, and also thought they were the right choice: “It’s who I would have chosen if I were you”.

I asked Stacy during our conversation, and in a follow up note, to give us a clearer picture of the governance decisions and timing prior to week of March 23, so we could plan against it. She agreed to contact Skadden and set up an informational meeting. Stay tuned.

dave

EXHIBIT 10 To: Guest, Matthew M.[[email protected]] Cc: Niles, Sabastian V.[[email protected]]; WELLMAN, KRISTINE M.[[email protected]] From: Shelton, David C.[/O=MMS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=SHELTON, DAVID06800D3B-14C9-478E-98E7- 7504AF719B4C12B] Sent: Sun 4/5/2015 5:35:50 PM (UTC) Subject: A quick question re non competes

Matt, Sebastian,

I have a quick question for you.

We just got the Master Separation Agreement and it contains a non-compete for certain market segments for 5 years. Mark V asked me what is the "normal" length for a non-compete, as five years seems to both of us like a long time. Do you have any view of this?

My only perspective is in divestitures where the seller gives a non-compete, sometimes for extended durations, but for good reason. I don't believe those durations are at all relevant to the current situation. Here, DuPont has said it would be silly for it to cast us off and then have us compete with it in areas like Tedlar, photovoltaics, energy storage. I think DuPont is treating this like a divestiture and not a spinoff. I believe that the two are very different. Do you have a view on this or any calibration from spins that could be useful in answering Mark's question?

Thanks! dave EXHIBIT 11

EXHIBIT 12 To: Shelton, David C.[[email protected]] From: VERGNANO, MARK P[/O=MMS/OU=EXCHANGE ADMINISTRATIVE GROUP (FYDIBOHF23SPDLT)/CN=RECIPIENTS/CN=VERGNANO, MARK P.3CB49633-0944-4E77-99C6-18C02218E606AC4] Sent: Fri 4/10/2015 10:30:13 AM (UTC) Subject: Fwd: Chemours

Dave,

See my reply to Ellen. I also think Stacey feels that having this done in NY will be a detergent to us from a cost perspective.

Regards, Mark

Begin forwarded message:

From: "VERGNANO, MARK P" Date: April 10, 2015 at 5:20:29 AM CDT To: "Kullman, Ellen J" Subject: Re: Chemours

You can still use NYC arbitrators in DE. We are asking for the venue, not the arbitrators, to be in DE.

Ellen, not something we are going to fight to the death for. I think it was done for Skadden's benefit not DuPont or Chemours benefit.

Regards, Mark

On Apr 10, 2015, at 5:07 AM, "Kullman, Ellen J" wrote:

See below.

Sent from my iPad

Begin forwarded message:

From: "FOX, STACY L." Date: April 8, 2015 at 4:09:50 PM GMT+1 To: "Kullman, Ellen J" Subject: RE: Chemours

Yes, it's what I thought. More experienced and sophisticated arbitrators in these matters, ease of retaining experts. Apparently (and confidentially), Strine reached out to Skadden a short while ago to get their help identifying how Delaware can come up the curve on being more competitive with New York for such arbitrations. So it's a preference - frankly, Chemours should want it too.

-----Original Message----- From: Kullman, Ellen J Sent: Wednesday, April 08, 2015 10:12 AM To: FOX, STACY L. Subject: Chemours

Stacy. The Chemours agreements talk about arbitration in New York versus Delaware. Brandon wants New York. Chemours wants delaware. Is there a reason why we need New York. ?

EJK Sent from my iPhone EXHIBIT 13 August 27, 2015

The Chemours Company 1007 Market Street Wilmington, Delaware 19899

Re: Side Letter

Ladies and Gentlemen:

Reference is hereby made to the Separation Agreement (the "Separation Agreement"), dated as of June 26, 2015, by and among E. I. du Pont de Nernours and Company, a Delaware corporation ("DuPont") and The Chemours Company, a Delaware corporation ("Chemours"). Capitalized feints used herein without definition shall have the respective meanings specified in the Separation Agreement.

Pursuant to Section 2.13(b)(i) of the Separation Agreement, on July 31, 2015, DuPont delivered the Distribution Cash Amount Statement to Chemours.

Pursuant to Section 2.13(b)(iii) of the Separation Agreement, on August 13,2015, Chemours delivered the Distribution Cash Amount Dispute Notice to DuPont.

In connection with the ongoing dispute related to the Cash Adjustment, as governed by Section 2,13 of the Separation Agreement, the Parties agree that, from the date hereof, this side letter shall evidence the understanding of the Parties as follows:

1. Cash Adjustment.

(a) The Parties agree that, pursuant to the terms of Section 2.13(b)(v) of the Separation Agreement, the period in which DuPont and Chemours shall operate in good faith to resolve the dispute regarding the Cash Adjustment shall be extended for an additional ten (10) Business Days to September 11, 2015 (the "Extension Period").

(b) The Parties agree that during such Extension Period, the terms and conditions of Section 2.13(b)(v), including, but not limited to, the access provisions, shall continue to apply in full force and effect and be binding on the Parties.

(c) The Parties agree that nothing contained in this side letter shall in any way limit the Parties' ability to mutually agree in writing to further extend the period in which DuPont and Chemours shall operate in good faith to resolve the dispute regarding the Cash Adjustment.

2. Secondary Adjustment for GCAP Cash-Comparable Items. The Parties agree that, for purposes of calculating the GCAP Cash-Comparable Items Adjustment in accordance with Section 2.13(e) of the Separation Agreement, the deadline by which Chemours shall prepare and deliver the Distribution GCAP Statement in accordance with the first sentence 2.13(c)(i) of the Separation Agreement shall be deemed to be September 16, 2015.

919701.02-NYCSRO6A - MSW 3. Miscellaneous. The provisions of Article X of the Separation Agreement shall apply to this side letter mutatis m-utandis, and the dispute resolution provisions of Article VIII of the Separation Agreement shall apply to the resolution of any disputes arising under this side letter.

[Remainder ofPage Intentionally Left Blank]

919701.02-NYCSRO6A MSW E. I. DU PONT DE NEMOURS AND COMPANY

By: "IF Fr 2 8.15

Name: L ion• (Atc---r Title: VV. pekis I E. All pow Ai ufv& Nvb Pat L\1S''LS

THE CHEMOURS COMPANY

By:

Name:

Title:

919701.02-NYCSRO6A - MSW

EXHIBIT 14 hemours- Tha 1007 Mo(ket_St(oet PG.Box 2047 Vliffmtngtoo;0E10800

October 14,2015

E. 1, du Pout do *metes and CoMpany Chestnut Run Kam 974 Centre Road P.O. Box 2915 Wilthington DE 19805 Attn: Stacy Fox,General Counsel

Side Letter Regarding Secondary Adjustment for GAP Cash-Comparable Items

Ladies and Gentlemen, Reference is Made to the Separation Agreeinelit(the "Separation Agreement')dated as ofJune 26,2015. by and among I. On Pont de 1\1-einours and CompanY CDOPont")arid The ChemeurS Company c'Chemoure), to the'letter from Chemours to DuPont dated August 27,2015 and to the response from DuPont received by Chemours on September 30,2015. Capitalized terms used herein without definition shall have the respective meanings specified in the Separation Agreements, Pursuant to theterms of Section 2:13(o)(iv) ofthe Separatioff Agreement,theParties are cooperating in good faith to resolve their. disagrentrients regarding the Distribution GCAP Dispute Notice delivered by DuPont, The Patties agree to eXterid- the ten (10)Business Day period Set feithin Section /0(c)00 by an additional ten 0)Business:Days -to October20.; 2015 (the "Second Eteiision Period'). The Parties.agree thatduring such Second Extension Period, the terms and conditions of Section 2.13(oXiv), inoluding;but not ihnited to,*;100Ss prOsiri4BilS shall continue to apply in full foite.said effect. and be binding On the Parties. Further, the Parties agree that nothing contained in this -side Jotter shall in anyway limit the Pin ties ability to mutually .agree in writing to further extend the period in which DuPont and Chen-lours operate in good faith to resolve issues regarding the Cash.Adjustment.

E, LOU PON ATMO AND COMPANY THE CHEMOURS COIVIPANY By: ---""/ FIVit ae-3. pfithevi,',4141,tif

Name: L04) vit3---r Narne tf4Yriy1:ij JCPUS(4 epn Ina 11.6.zr-- Date: L LC-Pe-01 Date: CletObak II/ 70/5 Coi POeA(c pulivivIN6 &

10,15,15 EXHIBIT 15 Chernours5.? The Glierpour.a Company 1907 maroistreet po Box 2047 Wilmington, DE 19596

October 28, 2015

E: I. du Pont de Nemours and Company Chestnut Run Plaza,974 Centre Road P.O. Box 2915 Wilmington OE 1.9805 Attn: Stacy Fox, General Counsel

Side Letter Regarding Secondary -Adjustment for GCAP.Cash-CoMparable Itoins

Ladies.and -Gentlemen,

Refotence is Made to the 'Separation Agreement(the "Separation Agreement') dated as ofJune 26,2015, by and among E.I. du Pont do Nemours and Company("DuPont") and The ChemOuts Company("Cherneurs"), to the letters from Chen-tours-to DuPont dated August 27,2015. and October 14.„ 2015 and.tô. the letter from DuPont roceived.by Chemours on September 30;. 2015, Capitalized terms used herein'Withent definition shall have the respective meanings specified in the Separation AgreornO.nts. Pursuant to the terms ofSection 2.f3.(e)(iv.) ofthe Separation Agreernenhe Parties are cooperating in geed faith to resOlvetheir disagreements regarding the Distribution GCAP Dispute Notice. -delivered by DuPont. The Parties agree to extend the ten (10)Business Day period set forth in Section 2.13(0)(1v) by an additional ten (10) Business Days from October 28,,2015 to November 11,2015 (the "Third,Mtensien.Period"). The Parties agree.that during such Third Extension Period, the terms and conditions of Section 2.11(0)(1V), inclaciihg, but not limited to, access provisions, shall continue to apply in Ibliferce and effect and be binding on the Pai ties Further, the Parties agree that nothing contained in this side letter shall in any way limit the Parties .ability to mutually agree in writing to further extend the period in which DuPont.and Chemoursoperato in good faith.to resolve issues regarding the Cash AdjUstment.

E.I. DU POdlif 4024i.0 ND COMPANY TBE CIIEMOURS COMPANY 13y: .A.101, r By: Name: L I MA HIES-1- Name; nyvt y Ft mp)a.wki, VP do-111)04i Date: Date: iv/ 941 2•015 EXHIBIT 16 Corrected Transcript

05-Nov-2015 The Chemours Co. (CC) Q3 2015 Earnings Call

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015

CORPORATE PARTICIPANTS

Alisha Bellezza Mark E. Newman Director-Investor Relations Chief Financial Officer & Senior Vice President Mark P. Vergnano President, Chief Executive Officer & Director ......

OTHER PARTICIPANTS

Duffy Fischer James P. Finnerty Barclays Capital, Inc. Citigroup Global Markets, Inc. (Broker) Christopher Evans Jeffrey J. Zekauskas Goldman Sachs JPMorgan Securities LLC P.J. Juvekar Brian J. Lalli Citigroup Global Markets, Inc. (Broker) Barclays Capital, Inc. Don Carson John E. Roberts Susquehanna Financial Group LLLP UBS Securities LLC Lauren K. Gallagher Roger Neil Spitz Credit Suisse Securities (USA) LLC (Broker) Merrill Lynch, Pierce, Fenner & Smith, Inc. Laurence Alexander Jefferies LLC

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015

MANAGEMENT DISCUSSION SECTION

Operator: Good morning. My name is Kelly and I will be your conference operator today. At this time, I would like to welcome everyone to The Chemours Company Third Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions]

Thank you. Alisha Bellezza, you may begin your conference...... Alisha Bellezza Director-Investor Relations Thank you, and good morning, everyone. I'd like to welcome you to The Chemours Company 2015 third quarter earnings conference call. I'm joined today by Mark Vergnano, President and Chief Executive Officer; and Mark Newman, Senior Vice President and Chief Financial Officer.

Before we begin, let me remind you that comments on this call, as well as the supplemental information provided in our presentation and on our website will contain forward-looking statements that involve risks and uncertainties, including those described in the documents Chemours has filed with the SEC.

These forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events that may not be realized. Actual results may differ and Chemours undertakes no duty to update any forward-looking statements as a result of future developments or new information.

In addition, during the course of this call, management will refer to certain non-GAAP financial measures that we believe are useful to investors evaluating the company's performance.

Also note that historic performance prior to July 1, 2015 is presented on a standalone basis from DuPont's historic results and are subject to certain adjustments and assumptions, as indicated, and may not be an indicator of future performance. A reconciliation of non-GAAP terms and adjustments are included in our news release and at the end of this presentation that accompanies our remarks.

I'll now turn the call over to Mark Vergnano...... Mark P. Vergnano President, Chief Executive Officer & Director Thank you, Alisha, and good morning, everyone. Thank you for joining us today.

Slide two provides the highlights of the quarter. This quarter was our first 90 days as an independent public company.

Our first order of business was launching our Five-Point Transformation Plan to improve earnings and over time, reduce the leverage of our company. We immediately began taking actions to focus on areas that we control; reducing our cost structure, improving productivity, supporting growth initiatives, and streamlining our focus on the highest growth opportunities.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 We announced the shutdown of our Edge Moor, Delaware TiO2 facility along with a line at our New Johnsonville, Tennessee facility. In total, we removed approximately 150,000 tons of TiO2 capacity from our network, leaving us with a stronger, more efficient set of industry-leading assets. This, along with additional cost reduction efforts and productivity enhancements resulted in $60 million of transformation savings within the first 90 days.

We delivered another quarter of sequential growth from our novel Opteon product line, a new refrigerant technology with low global warming potential. This growth, along with improved operations, contributed to strong quarterly earnings in the Fluoroproducts segment, delivering segment EBITDA contribution in excess of our Titanium Technologies segment.

In short, between cost reductions, growth, and productivity gains, we saw about $70 million of sequential improvement versus the second quarter. However, we continue to face unfavorable currency movements and a weak TiO2 pricing environment. As a result, we realized a net $42 million sequential improvement in adjusted EBITDA.

In addition to these actions, we took steps to strengthen our financial position and adjust our capital structure. First, we worked closely with our Board to assess and set an appropriate dividend for Chemours. From that work, the Board declared a $0.03 per share dividend for the fourth quarter. We believe this is a level that we can increase or complement over time to deliver shareholder value, but one that is appropriate, given our current market conditions.

Second, we amended our credit agreement with our lenders. This amendment provides us with enhanced flexibility to implement and fund our transformation plan.

Turning to slide three, I'll spend a few minutes highlighting overall company performance, and then I will comment on each reportable segment. On a year-over-year basis the impact of unfavorable currency movements and lower TiO2 prices overshadow almost all other items, contributing to the lower sales and adjusted EBITDA. On a sequential basis, however, you can already see the benefits of our transformation plan. Despite essentially flat sales of $1.5 billion in the quarter, our adjusted EBITDA margin improved nearly 300 basis points over the second quarter, returning to a double-digit level. This reflects our concerted efforts across all our business units and in our functional groups to look for ways to simplify our structure and streamline our operations and it resulted in $60 million of sustainable cost saving opportunities.

Also notable in the quarter was our ability to maintain our cash balance in excess of $200 million, even after we paid the pre-spin declared $100 million dividend. Our capital expenditures are trending down as we enter this final stages of Altamira construction. We expect further improvement in working capital in the fourth quarter to be a source of cash.

Moving to slide four, we were able to moderately increase our volumes, both year-over-year and sequentially. We experienced volume growth in North America and in China over both periods. In Europe, Middle East, Africa, volumes were up year-over-year but down sequentially given normal seasonality. In Latin America, volumes were down year-over-year, primarily in Brazil, but flat sequentially.

While we saw pricing pressures in all regions, the intensity of the pressure appears to have moderated over the quarter. From the second quarter to third quarter, we saw low single-digit to mid single-digit percent decreases of price around the world, about half the change that we experienced between the first quarter and second quarters.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 As I previously mentioned, during the quarter, we announced the shutdown of our Edge Moor facility in Delaware and ceased production in September. We took this action to address the declining demand from the paper industry.

Beginning in the fourth quarter, we expect to see cost benefits from these actions that will ultimately translate into $45 million of annual savings. As a result, we have increased the efficiency and further improved our industry- leading cost position in our remaining network.

We continue to make progress on our expansion in Altamira, a site that once completed, we expect will have the lowest cost position in the world. We remain on track to begin the commercial operations in the middle of 2016.

Looking ahead, we are monitoring regional dynamics and global economic trends closely. A soft demand environment could add pressure on short-term pricing. However, as I stated, and have stated for a while, we believe the current profitability is unsustainable long-term in the industry. For Chemours' Titanium Technologies, we believe our transformation plan cost savings and the startup of Altamira will help mitigate the near-term environment and allow us to continue to maintain notably higher EBITDA margins than others in the sector.

Moving to slide five, during the third quarter as previously described, our Fluoroproducts segment experienced a substantial improvement in sequential and year-over-year profitability. We are extremely pleased with the market reception to Opteon, our latest novel refrigerant technology with low global warming potential. Additionally, since May, we have not experienced any unplanned outages in our Fluoroproducts network. This has allowed for better operations and lower production costs. We did, and will continue to see the remnants of the second quarter Corpus Christi outage linger in our product costs, but we were able to mitigate them with transformation initiatives that lowered our segment costs overall.

Margins in the quarter benefited from those lower costs, along with a favorable mix delivered from the strong Opteon sales and higher prices in some of our base refrigerants that are under U.S.- mandated phase-outs. This was partially offset in the quarter by weaker than expected demand in the polymer businesses for our products, mostly related to lower demand for military and oil and gas applications.

As we look forward, we are looking to maximize our application development with key customers for specialty polymers, especially for consumer electronic applications where the properties can be titrated to meet increasingly demanding specifications. However, we are facing soft demand for our PTFE products that could partially offset the specialty growth.

For our new Opteon technology, the European directive is in place and mandating a change by January 1, 2017. This technology has become the industry standard for compliance in the automotive air-conditioning space in Europe with all manufacturers now adopting the HFO technology. We currently expect this refrigerant to be in about 25 million cars by 2020.

Additionally, we are seeing increased adoption of this low GWP technology in stationary applications. In 2016, we expect Opteon to be used in over 1,000 supermarket refrigeration units throughout Europe.

Let me now review the Chemical Solutions segment on slide six. We saw volume gains in both Sulfur and Cyanide. With a lot of the product lines in the segment based on pass-through pricing, and experiencing lower raw material costs in the quarter, pricing for this segment was down.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 However, cost-saving initiatives more than offset the pricing impact and delivered sequentially stronger EBITDA performance in the quarter. A key aspect of our transformation plan is the strategic review of this segment, excluding the cyanides business. We expect this evaluation to potentially lead us in a few directions.

Clearly, there are several businesses that, while non-core to Chemours could have strategic and financial value to others. Additionally, we are uncovering opportunities to improve the segment profitability or instances where exit costs could be significant in the near-term. In these instances, making tactical investments or finding partners to invest in the assets or infrastructure of our existing sites could lead to the most optimal financial outcome.

This work is ongoing. We recognize that this evaluation may lead us to simply shut down unprofitable product lines or facilities. In all cases, we are working toward a streamlined portfolio.

I'll now turn the call over to Mark Newman...... Mark E. Newman Chief Financial Officer & Senior Vice President Thank you, Mark. Before I begin walking you through the sequential changes, let me describe a few charges that we took in the third quarter and provide a few comments on our tax rate.

As Mark mentioned, we announced the TiO2 capacity shutdowns. As a result, we took a $126 million charge related to asset impairments and employee separation expenses. Also in the quarter, we shut down certain production lines in a fluoroproducts facility that resulted in a $10 million restructuring charge which is aligned with our transformation plan.

Finally, in connection with the strategic evaluation of the Chemicals Solutions segment, we conducted an asset review that resulted in a goodwill impairment charge of $25 million, and a fixed asset impairment charge of $45 million. All of these charges are non-cash and have been excluded from our adjusted results.

These charges also impacted our effective tax rate in the quarter. We recorded a $78 million tax benefit. For the full 2015 year, we now expect our cash tax rate to be around 20% to 25%. This rate is notably higher than our expected effective tax rate. However, we expect our cash tax rate after 2015 to be lower.

Now, on slide seven, our adjusted EBITDA increased $42 million to $169 million. We were able to offset unfavorable currency impact of $6 million as our transformation plan cost initiatives began to produce results and our fluoroproducts facilities operated as expected. As you can see, all of our segments realized notable cost savings in the quarter. These cost savings were delivered from restructuring actions that took place in the second quarter, as well as other initiatives. We also saw the benefits of lower pension costs that were retained by DuPont, as well as lower standalone costs. This final area is the result of continued focus on streamlining our organizational structure and only staffing for what we truly need at Chemours.

In total, we delivered approximately $60 million of sustainable cost savings in the quarter and expect this to increase in the fourth quarter and beyond as we begin to realize the benefits from the shutdowns and other actions that we took in the third quarter.

Looking at the segments, and absent the impact of currency headwinds, adjusted EBITDA in Titanium Technologies was down $9 million. In addition to cost savings, this was delivered by a 1% increase in volume, offset by a global average price decline of 3%.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 In our Fluoroproducts segment, adjusted EBITDA, excluding currency was up $36 million. Cost reductions, favorable product mix, and normalized operations more than offset weaker fluoropolymer demand and higher product costs associated with previous outages. In Chemical Solutions, adjusted EBITDA was up $5 million, primarily as a result of cost savings initiatives.

Finally, Corporate and Other improved by $16 million. This is our first quarter as a standalone public company and implementing our new organizational model. As you know, all of our financial results prior to July 1st are presented on a standalone basis during which Chemours was a wholly-owned subsidiary of DuPont, and our reported cost included a portion of DuPont's historical corporate cost allocated to us.

As we have previously described, part of our management philosophy is to embed functional support costs within our business. We're doing this to push accountability towards the most efficient and streamlined infrastructure possible. As a result, only certain public company costs and legacy environmental and legal costs are held in the Corporate and Other segment. Our expectation is that our day-one standalone public company costs are lower than that with the historic DuPont allocation.

Turning to slide eight, on a year-over-year basis, currency headwinds reduced adjusted EBITDA by approximately $68 million. Approximately $40 million of this variance, flowed through our Titanium Technologies segment. The remaining currency impacted the Fluoroproducts and Chemical Solutions about equally.

In Titanium Technologies, excluding currency, adjusted EBITDA was $70 million lower year-over-year. We saw global TiO2 pricing decline by 13%, again excluding currency, translating into $100 million decline.

Regionally, volume increases in North America, Europe, Middle East and Africa, and Asia-Pacific were partially offset by decreased demand in Latin America versus the previous year. This modestly higher volume of about 3% contributed to an increase of $8 million versus 2014. Again, lower operating costs partially offset the weaker pricings in the quarter.

Fluoroproducts adjusted EBITDA, excluding currency was up $35 million in the quarter. Higher prices and stronger volumes, driven by demand for Opteon refrigerants, Viton fluoroelastomers and specialty fluoropolymers increased adjusted EBITDA by approximately $25 million. Cost reductions benefit this segment by about $15 million, but were partially offset by increased expenses related to the impact of the second quarter Corpus Christi plant outage.

In Chemical Solutions, segment-adjusted EBITDA, excluding currency, was $10 million better than last year, primarily due to cost reduction initiatives.

Finally, in the quarter, $27 million in lower Corporate and Other expenses were related to a combination of benefits of prior-period cost reduction activities and the recent actions that we have taken.

Let me now turn to our balance sheet and liquidity on slide nine. We began the quarter with $247 million cash balance. During the quarter, we generated $113 million in cash from operations, including a $52 million increase in working capital. The operating cash flow supported $105 million of capital expenditures in the quarter and resulted in $8 million of free cash flow.

There were a few unusual items in the quarter that are non-recurring. First, tax assets, as previously discussed, several of the charges we took in the quarter resulted in a deferred tax benefit. We expect this to translate into lower cash tax rate in 2016 and 2017 as those benefits are realized for cash tax purposes.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Second, hedge gains; exiting the DuPont company, we maintained a similar hedging strategy, which resulted in over $70 million of realized exchange gains during the quarter.

And three; finally, there were several separation-related items that occurred on July 1st. These negatively impacted our operating cash flow, specifically our working capital by approximately $50 million. We also completed the $100 million dividend payment and ended the quarter with a cash balance of $215 million.

As Mark mentioned, we worked with our lenders in September and amended our credit facility. The amendment allows us pro forma credit of transformation plant cost reductions into the EBITDA definition for our covenant compliance.

We see this as an important step to help drive our transformation efforts forward. Until June 30, 2016, we will be able to get up to $115 million of pro forma benefits added to our EBITDA covenant calculations. The pro forma covenant cap then steps down to $80 million for restructuring actions announced prior to July 1, 2016.

Based on these credit terms, we had $753 million of funding available on our revolving line of credit, reflecting a total liquidity of $968 million at September 30th. We continue to expect a sizable unwind of working capital in the fourth quarter, based on seasonal patterns and a concerted working capital focus. We expect this will help ensure ample liquidity needs in the fourth quarter and into 2016.

Also in the third quarter, we recorded a payable to DuPont that represents an amount of cash at spinoff in excess of the target amount per the separation agreement. We expect to pay approximately $49 million by December 31, 2015. Both companies are still finalizing reconciliations of working capital, and other accounts, and the net amount due to, or from, DuPont will be settled in accordance with the separation agreement.

Before we move on, let me provide a brief update on our legal matters. As you are aware, Chemours faces several ongoing litigation matters, including asbestos, benzene, and PFOA. On October 9th, the first personal injury PFOA case concluded with mixed results. While we were disappointed in the damages awarded, we believe the decision not to award punitive damages demonstrates that we have always acted responsibly and reasonably. We have filed a motion with the trial court seeking a new trial. This is the first step in the appeal process.

We believe we have strong grounds for our position, including the view that there was an improper interpretation of the leach settlement. This is – interpretation relieved Mrs. Bartlett of her legal requirement to prove specific causation, which was further compounded in later rulings that prevented the defense from proving other likely causes of her disease. The judge will consider our motion, and the plaintiff will have opportunities to submit her own response and counter motions. We anticipate that this phase in the process could take anywhere from weeks to months at the court's discretion.

Depending on that outcome, we have the option to further appeal. We would not expect this appeal to conclude for about 12 months, following the conclusion of our appeal to the judge. So, as we have said, it will likely take until sometime in 2017 to determine the conclusion for this first case.

As we begin the appeal for the Bartlett case, we are preparing to run that process concurrent with the start of a second case. However, the court recently delayed the start of the second case until March 2016 at the request of both parties. This change in timing may further delay the remaining four other trials that have been slated to be heard in 2016.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 We continue to expect this PFOA litigation will take place over multiple years. We believe we have always acted responsibly and reasonably with respect to PFOA, and we will continue to defend ourselves against these and other litigation matters that we have been assigned from DuPont.

In the meantime, we are focused on our transformation plan to deliver earnings improvement, and, over time, to reduce the leverage on our balance sheet.

Now, I'll turn the call back to Mark...... Mark P. Vergnano President, Chief Executive Officer & Director Thanks, Mark. On our last call, we laid out our five-point plan to transform Chemours into a higher value chemistry company. We are doing this by, one, reducing our structural costs significantly by simplifying our businesses. Two, optimizing our portfolio to focus on our leading position businesses. Three, growing our market positions where we have substantial opportunity to improve that leadership. Four, refocusing our investments on our core businesses. And five, enhancing our organization to support our transformation to a higher value chemistry company. We are focused on actions that we control to increase our adjusted EBITDA by approximately $500 million over 2015 and to reduce net leverage to approximately three times, both in 2017.

Turning to slide 11, now I'd like to walk you through how some of our more recent actions will provide sustainable additional benefits as we move forward. First, recall that the 2015 second quarter restructuring will deliver an annual savings of $80 million. In addition to that, as Mark described, we have continued to optimize our organizational structure and will realize incremental employee-related savings of approximately $20 million per year. Our lower pension expenses are providing another $40 million of annual savings.

Between the TiO2 capacity shutdown and the line shutdown in fluoroproducts, we expect to see benefits in the fourth quarter that will ultimately provide approximately $55 million on an annual basis. And finally, we are identifying and capitalizing on multiple ways to reduce our procurement and purchasing costs that we estimate will provide another $20 million to $40 million of annual savings.

In just four months, we have taken actions that we expect will deliver annualized benefits in excess of $200 million on our path to a total goal of $350 million in sustainable cost savings in 2017. As we look into the fourth quarter and beyond, these benefits will continue to be reflected in our financial performance. We expect Opteon to yield sequential and year-on-year profitable growth.

Balancing some of the growth and lower costs in the fourth quarter, we expect normal reductions in volumes due to seasonality in both our Fluoroproducts and Titanium Technologies segments.

Looking farther out, we remain cautious on TiO2 market dynamics, and weak global growth could have further negative implications on demand. However, as I said before, we believe the current pricing environment for TiO2 is unsustainable for the industry.

Obviously, we will benefit when pricing improves, but we will remain focused on what we can control, driving cost reductions and growth opportunities to the bottom line independent of the TiO2 environment. We remain confident in our Five-Point Transformation Plan, and we are very pleased with our progress thus far. We still have plenty to do, but we are, and will continue working hard on transforming Chemours into a higher value chemistry company.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Now we will be happy to open the call up for your questions.

QUESTION AND ANSWER SECTION

Operator: [Operator Instructions] Your first question comes from the line of Duffy Fischer. Caller, please state your company name. Your line is open...... Duffy Fischer Barclays Capital, Inc. Q Yes. Good morning. Barclays. Mark, just wanted to clarify. So in the outlook, the way you wrote it up, a few things down, but basically offset with cost, should we read that EBITDA should be flat Q3 to Q4, kind of that $170 million level? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. Duffy, I would say that if you look at what we had talked about last quarter, right, which was, we want a $140 million of improvement over where we were in the first half, we've got $70 million of that in the third quarter. We're going to continue to do that, and TiO2 price is really what came down on us, as well as currency. So as we are looking at the fourth quarter, the way we are looking at that is, our improvements are going to continue, but we're going to have some headwinds around – potential headwinds around TiO2 price, but also volumes are going to be a little bit lower. So in that area I think is about the right way to think about it...... Duffy Fischer Barclays Capital, Inc. Q Okay. And again, just more of a comment, that's the part we struggle with is kind of the base, because from that Q2 earnings call, you'd laid out the $140 million net you would receive in the back half. Attach that to what you made in the first half, so the implied guidance was kind of $412 million of EBITDA for the back half. Now it feels like the implied guidance is kind of $340 million to $350 million.

I guess when you go back, it doesn't feel like that much has changed macro wise for TiO2. I mean, prices were falling all summer long. What's kind of changed in your estimates between what you would have thought at the end of August and today as far as TiO2 goes...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. Duffy, if you remember, what we said was $140 million improvement, right, from the first half to the second half, but that was assuming that TiO2, as it exited the quarter, would stay the same.

So, we basically were saying that price coming out of that quarter would hold for the rest of the year and that's how we had guided based on that. That obviously hasn't happened. That's exactly what's changed. So what's changed between now and then is prices in TiO2 have come down. That's the Delta. Currency hits us a little bit, but primarily -- the bigger issue is, price has come down in TiO2. But that's how we had set it up; I just want to be clear. We did set it up that way in terms of how we talked about it...... Duffy Fischer Barclays Capital, Inc. Q

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Okay. Just, again, one more time, that was not clear to investors that basically the price was based on a June 30 TiO2 price remaining flat throughout the year, because, again, by the time we did the call in August, price had already declined, and it still felt like things were falling apart. So that's probably the disconnect then between where investors were and where you were. Okay. All right. Great. Thanks, fellas...... Mark P. Vergnano President, Chief Executive Officer & Director A I appreciate that, but we tried to be as clear as we could, so obviously we weren't...... Duffy Fischer Barclays Capital, Inc. Q All right. Thank you, guys...... Mark P. Vergnano President, Chief Executive Officer & Director A Yeah......

Operator: [Operator Instructions] Your next question comes from the line of Bob Koort from Goldman Sachs. Your line is open...... Christopher Evans Goldman Sachs Q Good morning. This is Chris Evans on for Bob. Just good quarter in fluoroproducts. I was hoping maybe you could give a little more detail on what's going on there, I mean, the impact from Opteon relative to everything else. How much is that actually contributing in the quarter versus to the ITC case or the plants coming back online? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes, if you look at it, we did have good performance out of our facilities, which we said last time, for the first half of the year, really, was a hurt of almost $10 million. So from the standpoint of improvement, it was good operation of the plants, but probably overshadowed by the uptick in Opteon.

Opteon continues to ramp up. That's really what is making that segment healthier and healthier as we're going forward. And that's going to continue going forward in the next several quarters, next several years. So Opteon by far is really the driver here...... Christopher Evans Goldman Sachs Q You highlighted some weakness in the industrial polymer segment, which I believe was slightly larger than your chemical component. Any thought that that might – how big could that detriment be? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. That was maybe $5 million, $6 million of EBITDA for us in the quarter. That is a combination of two things, one is that outage that we had earlier in the year. A lot of that – remember fluorochemicals actually is a precursor

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 for fluoropolymers, so it takes a long time for that to work through the snake, if you will, so that has come through inventories. We had a little bit of cost issues there.

We're also seeing a little bit more competition on our low-end PTFE, especially our PTFE fine powder business from the Chinese, so that is something that – I'm not worried about the cost side of it. The other side of it is probably something that's going to be competitive for us for the next several quarters. But it's not a huge amount, I guess, is my point, Chris...... Christopher Evans Goldman Sachs Q Okay. And maybe just the Opteon, you talked a lot about Europe, any thoughts of that moving abroad? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. Well, it is being used in the US as well, although it's not mandated from a regulatory point of view, but many of the car manufacturers are using it in the US to be able to hit their CAPA standards. So we're seeing uptick in the US in addition to the big uptick we're seeing in Europe...... Christopher Evans Goldman Sachs Q Thanks, Mark...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes......

Operator: Your next question comes from the line of PJ Juvekar of Citi. Your line is open...... P.J. Juvekar Citigroup Global Markets, Inc. (Broker) Q Yeah. Hi. Good morning, Mark...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi, PJ...... P.J. Juvekar Citigroup Global Markets, Inc. (Broker) Q Mark, can you talk about your inventories of TiO2. What are your inventories versus where does the industry stand? And just talk about utilization as well...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. So our inventories are about – our standard inventories, we might have had a little uptick, because, as you know, as we took down Edge Moor, we built a little bit more inventory as we finished up – we shut down Edge

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Moor at the end of September. We wanted to build a little bit of inventory there for our customers, so we might have had a tiny bit of a uptick, but that was planned in terms of what we wanted to do.

Our utilization as Edge Moor comes down is probably above the industry utilization. We're in the low-90s to mid- 90s from a utilization standpoint...... P.J. Juvekar Citigroup Global Markets, Inc. (Broker) Q And then given that currently there is weak demand, how do you plan on ramping up Altamira when it comes online? Is that a slow ramp up? Do you see that – just talk to us about, how do you bring that capacity online? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. It's really the way we've talked about it all along. Although now we don't – we took out 150,000 tons from Edge Moor, so we are operating at very high utilization right now, and as we bring Edge Moor up, we'll be mechanically complete at the end of this year. It'll come up some point in the second quarter after we get all the prove-outs done.

We will ramp that up as quickly as the plant can handle the ramp up, because it's our lowest cost facility. And as we've said, we can ramp down the rest of our network based on bringing the grade of ore down. So in terms of how we handle the rest of our network, it's really about using lower cost, lower grade ores which affects our backend capacity but also takes our cost down. So it's a net cost benefit for us to bring Altamira up, and we can really, really monitor the amount of capacity that comes out of the total network. So bringing Altamira up, it will come up as quickly as it can...... P.J. Juvekar Citigroup Global Markets, Inc. (Broker) Q Okay. And just lastly related to that, where does most of the production from Altamira – do you...... Mark P. Vergnano President, Chief Executive Officer & Director A It actually is a very flexible facility, because it goes duty-free in a lot of places in the world. It's duty-free in Europe, it's duty-free obviously in the NAFTA region, so we have a lot of flexibility in what we do with Altamira anywhere in the world. So it will be a global facility for us...... P.J. Juvekar Citigroup Global Markets, Inc. (Broker) Q Okay. So just mostly going to Europe and Latin America though? ...... Mark P. Vergnano President, Chief Executive Officer & Director A I'd say that's probably the biggest percentage, but it has the capability and the grades we make to go anywhere in the world...... P.J. Juvekar Citigroup Global Markets, Inc. (Broker) Q

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Okay. Thank you......

Operator: Your next question comes from the line of Don Carson of Susquehanna. Your line is open...... Don Carson Susquehanna Financial Group LLLP Q Yes. Thank you. Mark, I want to go back to your comments where you thought that there's moderating price pressure, because at least looking at the industry indices, we had $0.05 declines in North America in Q2 and Q3, and it seems we're going to get a similar decline in Q4, which in percentage terms off of the lower base would actually not seem to be moderating price pressure. So is that more of an international comment or perhaps a comment that maybe currency pressure is moderating as well on offshore sales? ...... Mark P. Vergnano President, Chief Executive Officer & Director A It was a global comment, Don. And it really was, I guess how we look at it from a dollar per ton point of view. So if we look at it for dollars per ton between first and second quarter, and second and third quarter, we saw a significant drop in the dollar per ton decrease, if you will, and we're seeing a next step-down between third and fourth...... Don Carson Susquehanna Financial Group LLLP Q Okay. And then just as a follow-up, is your sense that other people need to take out capacity to – before we get any stabilization in pricing or is it more a demand recovery that you might see next year on perhaps better architectural coatings demand in North America? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yes. We'd like to see a little uptick in the economy. I think that would help us all. But at this point in time, we made the decision to take 150,000 tons out for a variety of reasons. It appears that, that might make sense across the industry...... Don Carson Susquehanna Financial Group LLLP Q Okay. Thank you......

Operator: Your next question comes from the line of Lauren Gallagher of Credit Suisse. Your line is open...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Hi guys. How are you doing? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi, Lauren......

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Good, good. Two questions, first, kind of wondering if you could share a little bit more about your priorities in Chemical Solutions, which segments you may attempt to tackle underneath the strategic review first and kind of any general sense of timing...... Mark P. Vergnano President, Chief Executive Officer & Director A So if you look at it, Lauren, across-the-board, we have seven businesses inside of Chemical Solutions, all seven except for cyanides. Cyanides is one we want to invest in and want to grow, but the rest are all under review in terms of what we want to do with those. I don't think all of those are salable assets.

So we're looking at the businesses that have the most – best fit perhaps outside of Chemours and we started the sales process on several of those. And the others we are evaluating in terms of what we would do with them, either continue on or perhaps shut down. So we are evaluating all the rest of the six and we feel we'll be in a very good position by the end of this year with that process...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Okay. Great. Thank you. In terms of my second question, just quickly, regarding the working capital unwind, should start to happen in the second half of this year. Obviously it seems like working capital is a little bit of a 'use again' in 3Q. How should we think about working capital in the fourth quarter and then, obviously, subsequently free cash flow? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A So, Lauren, this is Mark Newman, and maybe just make a quick comment on Q3 first. It was a noisy quarter with a lot of opening items on our balance sheet after the spin, including $50 million in net receivables from DuPont related to a whole host of things. So that did add a bit of noise in the quarter. As well, as Mark mentioned, we did have the build of inventory at Edge Moor to facilitate closure and not disrupt customers. As we look forward, and as we've said previously, the working capital unwind in the second half of the year is typically significant. I think I've said previously several hundred million. And so, I think we anticipate a meaningful unwind here in Q4. And we may have got a little later start based on the spin and a little bit delayed coatings season, but we still anticipate, based on everything we are seeing, that this will be significant as we come through the end of Q4...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Okay. Great. I mean, I guess generically, in a normalized year, I'd imagine Q4 ends up being the bigger quarter of the two regardless...... Mark E. Newman Chief Financial Officer & Senior Vice President A Correct...... Mark P. Vergnano President, Chief Executive Officer & Director A

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 That's right...... Mark E. Newman Chief Financial Officer & Senior Vice President A I think if you look at the Q3 comparison last year, and you'll see that it was relatively modest even though it was positive...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Okay. Great. Thanks for the time guys...... Mark P. Vergnano President, Chief Executive Officer & Director A Thank you...... Mark E. Newman Chief Financial Officer & Senior Vice President A Thanks, Lauren......

Operator: Your next question comes from Walter (sic) [Laurence] Alexander of Jefferies. Your line is open...... Laurence Alexander Jefferies LLC Q Good morning...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi, Laurence...... Laurence Alexander Jefferies LLC Q So couple of questions. First, just to be clear on what you're trying to convey, given the confusion last quarter. Are you indicating that there is no significant distortions on the free cash flow bridge in Q4 to – that would offset the working capital? And related to that, you implied that you did not explicitly bless Duffy's bridge to $340 million to $350 million. If that is what you're trying to say, is that predicated on where TiO2 prices were at the end of September, or is that implication and tone from you based on what you know as of now? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A This is Mark Newman. The guidance that we gave relative to the EBITDA bridge back in August, or basically, the end of Q2, I think we were clear that we weren't assuming any deterioration in TiO2 price and/or currency. And so, obviously to the extent we are seeing that, that should be netted from the bridge.

And I think what Mark said earlier is we anticipate that all of the items that contributed to cost reduction and growth in Q3 will continue in Q4. But obviously, we will continue to have headwinds that we've talked about, namely TiO2 price and currency.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015

With respect to liquidity, yes, I would not anticipate any of the unusual items that we saw in this quarter, including the $100 million dividend payment that shows up in the bridge going into Q4. So we would expect a more normal unwind of working capital.

I think we would anticipate similar levels of CapEx as we complete Altamira. And then the other thing that we haven't talked a lot about is as we focus on completing asset sales, there could be some proceeds there as well that show up in the bridge...... Laurence Alexander Jefferies LLC Q Okay. Thank you...... Mark E. Newman Chief Financial Officer & Senior Vice President A You're welcome......

Operator: And your next question comes from the line of James Finnerty from Citi. Your line is open...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Hi. Good morning...... Mark P. Vergnano President, Chief Executive Officer & Director A Good morning...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Just to touch base on the guidance, I thought it was relatively clear from the second quarter call that you stated that pricing for the second half was assumed to be relatively similar to the first half. So I'm not sure what everybody else is talking about. But...... Mark P. Vergnano President, Chief Executive Officer & Director A Yeah, James...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Yeah. It's quite clear in the transcript. Separately from that, just want to talk about the PFOA litigation. One question we've gotten from investors is, just in terms of the size of the pool being around 3,500, if you could just clarify or explain why you're confident that that number won't change dramatically going forward. Is it based on a certain timeframe where people had to file by? Just any color there might be helpful for investors......

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Mark P. Vergnano President, Chief Executive Officer & Director A Yes. There is a timeframe. It's a two-year timeframe. It all triggers off of the medical monitoring work as well. So we feel – and in fact we just were talking about this as a team just the other day that, that looks like that's going to be fairly stable around that number. So we don't see that really changing dramatically, primarily because of the timeframe that the cases have to be filed...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Great. Thank you for that. And just in terms of the second case moving, should we read anything into that? Is it more procedural or is there anything implied there in terms of potential settlements at this point? ...... Mark P. Vergnano President, Chief Executive Officer & Director A No, don't read anything into it, especially around that piece. I would say it was going to start – it was going to cover through the Christmas holidays. It didn't really make sense for both parties to do that. So it was jointly agreed to by both sides to go ahead and start that later. But as Mark said, this is a long process anyway, so I wouldn't read anything into that James...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Okay. And then just one last question on litigation. In terms of no sort of penalty on top of the compensation, would it be safe to assume that it's sort of a positive read-through that a jury that awarded such a large figure chose not to multiply that figure by two or three times? Sort of, it seems like a jury that was somewhat on the side of the plaintiff, however, they chose not to sort of penalize DuPont/Chemours for having acted in a way – maybe you can explain it better than I can...... Mark P. Vergnano President, Chief Executive Officer & Director A Yeah. No. You are exactly right. We viewed it the same way. We were disappointed in the damages we were awarded, but at the same time, we were – it was a good thing that there were no punitive damages awarded and I think that demonstrates that we've acted responsibly and reasonably through this. So we saw that as a positive...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Great. Thanks so much. Very helpful...... Mark P. Vergnano President, Chief Executive Officer & Director A Thanks, James......

Operator: Your next question comes from Jeff Zekauskas of JPMorgan. Your line is open...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Thanks very much. You've given out a tremendous amount of information in the call. I may have muddled something. Did you say there were $70 million in hedge gain from the quarter? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yeah. We had realized hedge gains in foreign exchange. We basically adopted the DuPont hedging program going out of the spin and we recorded actual realized gains of about $73 million. They were offset by obviously losses on the underlying books, so for a net gain of about $44 million...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q And so where does that show up? So, in other words if you...... Mark E. Newman Chief Financial Officer & Senior Vice President A It shows up in the bridge in the Other – on the cash flow bridge it shows up – it's primarily the item that's reflected in the Other category...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q What I meant is, in Titanium, Fluoroproducts, Chem Solutions, Corporate, where does it show up there? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A It's excluded from the definition of EBITDA, so it doesn't show up in adjusted EBITDA...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q It doesn't show up there. Okay...... Mark P. Vergnano President, Chief Executive Officer & Director A In the cash, Jeff...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay...... Mark E. Newman Chief Financial Officer & Senior Vice President A And net income, but it's not included in the definition of adjusted EBITDA...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Okay. And then, lastly, you're closing down Edge Moor. I think that that was a slurry-based TiO2 that was produced there for the paper industry...... Mark P. Vergnano President, Chief Executive Officer & Director A Right...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Can you produce that at other plants, and order of magnitude, were you producing, I don't know 20,000 tons or 25,000 tons a year at that plant? Is that the order of magnitude of utilization? ...... Mark P. Vergnano President, Chief Executive Officer & Director A No. It was much higher utilization at that facility, Jeff. And one, it is closed, so we shut it down at the end of September...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay...... Mark P. Vergnano President, Chief Executive Officer & Director A And we have – we do produce the product at a different facility for ourselves. So we've already transferred that. We've done all the customer prove-outs, we've had very, very good work done by our team and great receptivity from our customer base around that. So we manufacture the product at a different facility now and it's – but it was much higher utilization than that, Jeff...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay. And can you frame the cash outlays for restructuring charges for the remainder of 2015 and 2016? That is the – you're taking a certain amount of charges, what are the cash outlays for that? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yeah. In the quarter, the cash outlays for restructuring activity was approximately $17 million. So, obviously, as we announce new actions, there will be further increases in cash outlays to settle those obligations...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q All right...... Mark E. Newman Chief Financial Officer & Senior Vice President A But very manageable in terms of our liquidity situation as we speak today.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Jeffrey J. Zekauskas JPMorgan Securities LLC Q So the $126 million in employee restructuring and separations, will that – is that $126 million a cash outlay in the future? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yeah. The $126 million actually is the Edge Moor, which is inclusive of about $15 million of employee. So that $15 million, you think of that being paid out generally speaking, over a one-year period. The rest is really a write-down of the asset value...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay. All right. Thank you so much...... Mark P. Vergnano President, Chief Executive Officer & Director A Thank you Jeff...... Mark E. Newman Chief Financial Officer & Senior Vice President A You're welcome......

Operator: Your next question comes from Brian Lalli of Barclays. Your line is open...... Brian J. Lalli Barclays Capital, Inc. Q Hey, guys. Good morning...... Mark P. Vergnano President, Chief Executive Officer & Director A Hey, Brian...... Brian J. Lalli Barclays Capital, Inc. Q Mark Newman, couple questions for you. Maybe first on the corporate EBITDA line, I couldn't help but notice that this went down pretty significantly. I think it's only around negative $5 million this quarter. I don't know if that's more of a comment around reallocation of expenses as you take over the business, but what's the right way to think about that bucket going forward and maybe how that implies to the three segments' margins as well? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A So I'd say there is three things happening here; the first and foremost is, our day-one standalone public company cost are lower than the comparisons to prior periods where we had an allocation of DuPont corporate cost. So, that's item one.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015

Two is there is some reallocation and we've – on our website, you'll see we have redone prior periods to match the allocation where essentially we're keeping certain public company cost and the legacy environmental and legal cost in this and basically forcing all other costs down to the businesses. And then the third thing I would say is, environmental and legal can be somewhat lumpy, so you may have a light quarter in one period and you may have a slightly heavier quarter, either based on seasonality or activity on each of these liabilities. So I'd say all three are factors here at work...... Brian J. Lalli Barclays Capital, Inc. Q Got it. Understood. Thanks for the color. And then maybe my second question would be – it dovetails a bit with Jeff's question just before, but as we look out – maybe let's talk about 2016, and you've outlined this $200 million plus of run rate EBITDA enhancements. Could you maybe, for us, help size up the amount of cash restructuring expenses still needed to achieve those? I mean some of those will be achieved by year-end and will be already in the system. The pension cost I don't think has required any cash. Maybe just to help on a modeling standpoint? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Right. So I think the $17 million that we had in this quarter is primarily tied to, one, the head count reduction we took in Q2, and there's a little bit of a tail of a restructuring that was taken in the prior year. But the majority of that really relates to the restructuring that we took in Q2. So as we move forward and we take employee reductions, I think from a modeling perspective, you could take the charge and essentially have it unwind over a one-year period. I think that's the easiest way to do it.

On the asset restructurings, I think there's really no cash in the future. And then, with the Edge Moor plant closure, what we did talk about is the fact that at some point there may be some DNR-type activity to remediate the site, but I think the run rate that we're running at today is pretty indicative and then as we add further employee restructurings, you could sort of divide that by 12...... Brian J. Lalli Barclays Capital, Inc. Q But just to level-set here, that would be implying that there's more in the future, which again, you talked about this $350 million target over 2017...... Mark E. Newman Chief Financial Officer & Senior Vice President A Correct. Now...... Brian J. Lalli Barclays Capital, Inc. Q But for 2016, if you don't announce anything else – again, we're working hypotheticals here...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yes......

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Brian J. Lalli Barclays Capital, Inc. Q Then you – again there's some amount that's in there, but is it $50 million, or is it a $100 million or...... Mark E. Newman Chief Financial Officer & Senior Vice President A No, I...... Brian J. Lalli Barclays Capital, Inc. Q I mean it should be – it sounds like a smaller number than $200 million by a lot...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yes. I think the $17 million run-rate is pretty indicative of where we'll be. Let's just think about it – the pension – lower pension cost has really no impact on us from a cash flow, the capacity shutdowns we've talked about. And then the final bucket is really procurement savings. In some cases, there is sort of minor breakage cost, but in most cases, you just pick up a prospective benefit moving forward without any real restructuring cash outlay...... Brian J. Lalli Barclays Capital, Inc. Q That's great. That's helpful. And then one last quick one from me, just on the – you talk about your amendment, and I guess are you going to provide covenant-based EBITDA? – Or basically my question is, are you adding back the full $115 million right now? I know that it's a number that's based on what you, sort of, tell the banks from a future cost saving basis. So I don't know if you have buckets or thoughts on what you're adding back right now? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yeah. The $753 million of available revolver is based on the amended definition of EBITDA. So what we're trying to show here is where we stand today in terms of availability based on the amended definition. Obviously, you can see our reported EBITDA externally and – we go through a calculation at the end of each quarter to determine what are the pro forma adjustments, and they are fairly heavily reviewed...... Brian J. Lalli Barclays Capital, Inc. Q Okay. I was wondering, if you were going to give us that number breakdown, basically the bridge from reported to covenant, but we can figure that...... Mark E. Newman Chief Financial Officer & Senior Vice President A No, we – I think that math is not that hard...... Brian J. Lalli Barclays Capital, Inc. Q Okay. Understood. Thank you. Thanks, guys.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Mark E. Newman Chief Financial Officer & Senior Vice President A Thank you......

Operator: Your next question comes from John Roberts of UBS. Your line is open...... John E. Roberts UBS Securities LLC Q Good morning, guys...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi, John...... John E. Roberts UBS Securities LLC Q On the 2017 deadline for new refrigerants in Europe, the auto industry there now has to deal with the issue of diesel emission testing. Even though they are unrelated, do you think the regulatory priorities could shift and refrigerant adoption for autos get delayed? ...... Mark P. Vergnano President, Chief Executive Officer & Director A No. I really don't at all. In fact, we think that there's actually uptick, because this actually helps in some carbon footprint areas as well, so absolutely not. We don't see that delayed at all...... John E. Roberts UBS Securities LLC Q Okay. And are there any early thoughts on the tax rate for 2016? Will the book rate start to decline from your earlier expectations? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A We haven't – really ready to give effective tax rate guidance. I think what we're saying is our cash tax rate, which is – we expect this year to be in the 20% to 25% rate, is likely to come down as some of these restructuring actions flow through...... John E. Roberts UBS Securities LLC Q Okay. Thank you......

Operator: Your last question comes from the line of Roger Spitz of Bank of America Merrill Lynch. Your line is open......

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Roger Neil Spitz Merrill Lynch, Pierce, Fenner & Smith, Inc. Q Thanks very much. Good morning...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi Roger...... Roger Neil Spitz Merrill Lynch, Pierce, Fenner & Smith, Inc. Q If I heard correctly, I believe you said in the introductory remarks that the actual versus target working capital at the spin is not yet finalized. And if I heard that correctly, based on your preliminary calculations of the actual working capital at the spin, do you expect that true-ups to be a inflow or an outflow, and how large amount might that be? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yeah. We're still working on what that amount might be, and there's a lot of back and forth between us and DuPont to make sure we have all the pieces. So I think at this point what we're clear on is, we were started with $49 million above the targeted cash balance outlined in the Master Separation Agreement. And so we're pretty clear that that needs to go back. Everything else really is still under review between the parties...... Roger Neil Spitz Merrill Lynch, Pierce, Fenner & Smith, Inc. Q You're saying that $49 million is actually the $49 million relative – that you highlighted with the separation payment? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A That is correct. In other words, at the time of separation, there was a target cash balance...... Roger Neil Spitz Merrill Lynch, Pierce, Fenner & Smith, Inc. Q Right...... Mark E. Newman Chief Financial Officer & Senior Vice President A ...to start Chemours of $200 million, and we have verified between us and DuPont that we actually started with $249 million. I think our number at the end of Q2 when we reported was $247 million, so there's been a little bit of a true-up since then. So that's essentially what we know today is in excess, and then everything else is really being reviewed by the parties...... Roger Neil Spitz Merrill Lynch, Pierce, Fenner & Smith, Inc. Q

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015 Okay. I didn't connect that that $49 million was the working capital true-up. My second question is can you speak about what is driving the PTFE volumes and perhaps pricing? Is it Chinese imports into the U.S. or is it something else driving that? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Yeah. I would say it's primarily Chinese – exports out of China into all around the world. The Chinese economy has slowed down a little bit. We're seeing PTFE show up at a little bit lower prices around the world...... Roger Neil Spitz Merrill Lynch, Pierce, Fenner & Smith, Inc. Q All right. Thank you very much...... Mark P. Vergnano President, Chief Executive Officer & Director A Sure......

Operator: And there are no further questions at this time. I'll turn the call back over to Mark Vergnano, CEO, for closing remarks...... Mark P. Vergnano President, Chief Executive Officer & Director Thanks, everyone. And as I said in my previous remarks, we really remain confident in our Five-Point Transformation Plan and are very pleased with our progress thus far. We still have lots to do, but we are, and will continue to work hard on transforming Chemours into a higher value chemistry company going forward. So, again, thanks for your interest and your continued interest in Chemours......

Operator: This concludes today's conference call. You may now disconnect.

The Chemours Co. (CC) Corrected Transcript Q3 2015 Earnings Call 05-Nov-2015

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EXHIBIT 17 Chemours The Chemours Company 1007 Market Street PO Box 2047 Wlmtrigton, DE 19899 -

November II, 2015

E. I. du Pont de Nemours and Company Chestnut Run Plaza, 974 Centre Road P.O. Box 2915 Wilmington DE 19805 Attn: Stacy Fox, General Counsel

Side Letter Regarding Secondary Adjustment for GCAP Cash-Comparable Items

Ladies and Gentlemen, Reference is made to the Separation Agreement(the "Separation Agreement") dated as ofJune 26,2015, by and among E. I. du Pont de Nemours and Company("DuPont") and The Chemours Company ("Chemours"),to the letters from Chemours to DuPont dated August 27,2015, October 14, 2015 and October 28,2015 and to the letter from DuPont received by Chemours on September 30, 2015. Capitalized terms used herein without definition shall have the respective meanings specified in the Separation Agreements. Pursuant to the terms of Section 2.13(c)(iv) of the Separation Agreement,the Parties are cooperating in good faith to resolve their disagreements regarding the Distribution GCAP Dispute Notice delivered by DuPont. The Parties agree to extend the ten (10)Business Day period set forth in Section 2.13(c)(iv) by an additional fifteen (15) Business Days from November 11,2015 to December 4,2015 (the "Fourth Extension Period"). The Parties agree that during such Fourth Extension Period, the terms and conditions of Section 2.13(c)(iv), including, but not limited to, access provisions, shall continue to apply in full force and effect and be binding on the Parties. Further, the Parties agree that nothing contained in this side letter shall in any way limit the Parties ability to mutually agree in writing to further extend the period in which DuPont and Chemours operate in good faith to resolve issues regarding the Cash Adjustment.

E. 1. DU PON OW AND COMPANY THE CHEMOURS COMPANY By: By: mete Name: Name: AlAyivojaimAdili, VP coity0W Date: 11 •it -15 Date: W91/01419.0" Z1 2/01G EXHIBIT 18 View all Press Releases >

The Chemours Company Announces Next Steps in Transformation Plan

November 30, 2015

- Five-Percent Reduction in Global Workforce of Employees and Contractors - Planned Closure of Reactive Metals Solutions Business in Chemical Solutions Portfolio - Continued Commitment to Methylamines Business in Belle, W.Va. WILMINGTON, Del., Nov. 30, 2015 /PRNewswire/ -- The Chemours Company ("Chemours") (NYSE: CC), a global chemistry company with leading market positions in titanium technologies, fluoroproducts and chemical solutions, announced today three actions integral to the company's transformation plan.

Chemours announced a global workforce reduction of approximately 400 positions, approximately 5 percent of its total employee and contractor base. This action is part of ongoing efforts to streamline and simplify the structure of the organization worldwide and to reduce costs. As a result of these actions, the company will incur a charge of approximately $45 million in the fourth quarter of 2015. The headcount reduction, expected to be completed during 2016, will affect business lines and functions and is estimated to save the company approximately $50 million annually.

The company also completed the strategic review of its Reactive Metals Solutions (RMS) business and decided to stop production at its Niagara Falls, N.Y. site by the end of December 2016. The Niagara Falls plant has approximately 200 employees and contractors who will be impacted by this action.

This site closure is expected to improve pre-tax income and Adjusted EBITDA by approximately $20 million annually beginning in 2017. In the fourth quarter of 2015, the company will incur cash charges of approximately $17 million for employee-related charges, contract termination, and removal costs. Additional restructuring and other charges related to decommissioning and site redevelopment are expected to be in the range of $10 million to $15 million and will be incurred during the next two to three years.

As part of its portfolio optimization work, Chemours also announced its continued commitment to the company's Belle, W.Va. manufacturing location, which is the site of its methylamines business. The site will remain part of its Chemical Solutions portfolio; the company expects to take additional actions to improve its performance and financial contribution.

"We continue to make significant progress executing against our five-point transformation plan by streamlining our portfolio and our organizational structure. The actions announced today will allow us to focus our resources on our core business segments, operate more efficiently, and strengthen our financial position," commented Mark Vergnano, Chemours president and CEO. "I want to express my sincere thanks to all the employees who are affected by today's announcement for their contributions to Chemours."

The Chemours five-point transformation plan that was announced early August 2015 is focused on five strategic elements: reducing structural costs, growing market positions, refocusing investments, optimizing the portfolio, and enhancing the organization.

About The Chemours Company The Chemours Company (NYSE: CC) helps create a colorful, capable and cleaner world through the power of chemistry. Chemours is a global leader in titanium technologies, fluoroproducts and chemical solutions, providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. Chemours ingredients are found in plastics and coatings, refrigeration and air conditioning, mining and oil refining operations and general industrial manufacturing. Our flagship products include prominent brands such as Teflon™, Ti-Pure™, Krytox™, Viton™, Opteon™ and Nafion™. Chemours has approximately 8,400 employees across 36 manufacturing sites serving more than 5,000 customers in North America, Latin America, Asia-Pacific and Europe. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

Forward-Looking Statements This press release contains forward-looking statements, which often may be identified by their use of words like "plans," "expects," "will," "believes," "intends," "estimates," "anticipates" or other words of similar meaning. These forward-looking statements address, among other things, our anticipated future operating and financial performance, business plans and prospects, transformation plans, resolution of environmental liabilities, litigation and other contingencies, plans to increase profitability, our ability to pay or the amount of any dividend, and target leverage that are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. The matters discussed in these forward-looking statements also are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements as further described in the "Risk Factors" section of the information statement contained in the registration statement on Form 10 and other filings made by Chemours with the Securities and Exchange Commission. Chemours undertakes no duty to update any forward-looking statements.

CONTACTS:

MEDIA: Robert Dekker Global Corporate Communications Leader +1.302.773.4507 [email protected]

INVESTORS: Alisha Bellezza Director of Investor Relations +1.302.773.2263 [email protected]

Logo - http://photos.prnewswire.com/prnh/20150715/237460LOGO

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/the-chemours-company-announces-next- steps-in-transformation-plan-300185438.html

SOURCE The Chemours Company

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Unsubscribe & RSS [email protected] EXHIBIT 19 The Chemours Company 302-773-1000 t Chemours. 1007 Market Street chemours.com PO Box 2047 Wilmington, DE 19899

December 4, 2015

E. L du Pont de Nemours and Company Chestnut Run Plaza, 974 Centre Road P.O. Box 2915 Wilmington DE 19805 Attn: Stacy Fox, General Counsel

Side Letter Regarding Secondary Adjustment for GCAP Cash-Comparable Items

Ladies and Gentlemen, Reference is made to the Separation Agreement(the "Separation Agreement") dated as of June 26, 2015, by and among E. I. du Pont de NOITIOUrS and Company ("DuPont")and The Chemours Company("Chemours"), to the letters from Chemours to DuPont dated August 27, 2015, October 14, 2015, October 28,2015 and November 11, 2015 and to the letters from DuPont received by Chemours on September 30,2015 and December 2, 2015. Chemours is currently reviewing the additional data and information provided by DuPont in the letter of December 2, 2015. Capitalized terms used herein without definition shall have the respective meanings specified in the Separation Agreements.

Pursuant to the terms of Section 2.13(c)(iv) of the Separation Agreement, the Parties are cooperating in good faith to resolve their disagreement's regarding the Distribution GCAP Dispute Notice delivered by DuPont. The Parties agree to extend the ten (10) Business Day period set forth in Section 2.13(e)(iv) by an additional twenty(20) Business Days from December 4, 2015, to January 6, 2016 (the "Fifth Extension Period"). The Parties agree that during such Fifth Extension Period, the terms and conditions of Section 2.13(e)(iv), including, but not limited to, access provisions, shall continue to apply in full force and effect and be binding on the Parties.

Chemours agrees with the additional extensions proposed by DuPont for the timing of resolution of the above matters with reference to 2.13(c)(iv), and the timelines for engagement of an Independent Accounting Firm, ifthe Parties are unable to resolve disagreements regarding the Distribution GCAP Dispute Notice referenced above. In addition, Chemours agrees with the extension ofthe date by which the Separation Agreement defines payment ofthe items under 2.13 from December 31, 2015, to February 29, 2016. Further, the Parties agree that nothing contained in this side letter shall in any way limit the Parties ability to mutually agree in writing to furthei extend the period in which DuPont and Chemours operate in good faith to resolve issues regarding the Cash Adjustment.

E. I. DU" irrm NElpOURS AND COMPANY THE CHEMOURS COMPANY 71 (-) By: VL/t0 By:

Name: L__ ANtie-3--r Name:*I (- 1_,tyyt

Date: 12_ - 6- • ) Date: —clwahibr j1L2101 EXHIBIT 20 Corrected Transcript

24-Feb-2016 The Chemours Co. (CC) Q4 2015 Earnings Call

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016

CORPORATE PARTICIPANTS

Alisha Bellezza Mark E. Newman Director-Investor Relations Chief Financial Officer & Senior Vice President Mark P. Vergnano President, Chief Executive Officer & Director ......

OTHER PARTICIPANTS

Christopher Evans Brian J. Lalli Goldman Sachs & Co. Barclays Capital, Inc. Duffy Fischer Lauren K. Gallagher Barclays Capital, Inc. Credit Suisse Securities (USA) LLC (Broker) Roger Neil Spitz Bill Hoffmann Bank of America Merrill Lynch RBC Capital Markets LLC Edlain Rodriguez Eric B. Petrie UBS Securities LLC Citigroup Global Markets, Inc. (Broker) Don Carson James P. Finnerty Susquehanna Financial Group LLLP Citigroup Global Markets, Inc. (Broker) Jeffrey J. Zekauskas JPMorgan Securities LLC

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016

MANAGEMENT DISCUSSION SECTION

Operator: Good morning. My name is Keith and I'll be your conference operator today. At this time, I'd like to welcome everyone to The Chemours Company Fourth Quarter 2015 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, we will have a question -and-answer session. [Operator Instructions]

Thank you. Alisha Bellezza, Director of Investor Relations, you may begin your conference...... Alisha Bellezza Director-Investor Relations Thank you, Keith and good morning, everyone. I'd like to welcome you to The Chemours Company 2015 fourth quarter earnings conference call. I'm joined today by Mark Vergnano, President and Chief Executive Officer; and Mark Newman, Senior Vice President and Chief Financial Officer.

Before we begin, let me remind you that comments on this call as well as the supplemental information provided in our presentation and on our website will contain forward-looking statements that involve risks and uncertainties, including those described in our documents Chemours has filed with the SEC.

During the course of this call, management will refer to certain non-GAAP financial measures that we believe are useful to investors evaluating the company's performance. Historical results prior to July 1, 2015 are presented on a standalone basis from DuPont's historical results and are subject to certain adjustments and assumptions as indicated and may not be an indicator of future performance.

A reconciliation of non-GAAP terms and adjustments are included in our release and at the end of this presentation that accompanied our remarks. This includes an updated segment sales and EBITDA schedule reflecting our current allocations and definitions.

I'll now turn the call over to Mark Vergnano...... Mark P. Vergnano President, Chief Executive Officer & Director Thanks, Alisha, and good morning, everyone. Thank you, all for joining us today. I'd like to start with some highlights then turn the call over to Mark Newman, who will review company performance for the fourth quarter and full year 2015, as well as provide a brief litigation and liquidity update. After that, I will conclude the call with additional details on each segment, providing update of our transformation plan and discuss our 2016 outlook.

Within weeks of becoming an independent company, we rolled out our five point transformation plan, which has become our roadmap to drive significant improvement in our company's performance. I'm pleased to say that we are making significant progress on all fronts of this plan, as we stay focused on the things that are within our control.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016

Within six months, we were able to reduce over $100 million of controllable costs. We made several portfolio decisions as a result of our Chemical Solutions' strategic review and are on track to complete that work by mid - 2016. We reached mechanical completion of our Altamira TiO2 facility, we delivered the expected working capital unwind of nearly $400 million. And as we start 2016, we have gained additional liquidity and flexibility in our capital structure through an agreement with DuPont and an amended credit facility with our lenders.

In short, in spite of continued headwinds from unfavorable currency movements and a weak TiO2 pricing environment, we continue to follow our transformation roadmap. We believe this steadfast focus will deliver our target improvements in adjusted EBITDA through 2017 and allow us to de-lever as we've planned.

I will now turn the call over to Mark Newman to cover our financial results...... Mark E. Newman Chief Financial Officer & Senior Vice President Thanks, Mark. Turning to slide three, in the fourth quarter, we generated nearly $1.4 billion of revenue and a $132 million in adjusted EBITDA and reported a GAAP net loss of $86 million after recording $88 million of restructuring and impairment charges in the quarter. In the quarter, we were pleased with cash generation that resulted in a $175 million of free cash flow primarily the result of a networking capital release.

The impact of unfavorable currency movements and lower TiO2 prices overshadowed almost all other items, contributing to lower sales and adjusted EBITDA versus the previous year and sequentially. The strong U.S. dollar not only depressed our top line performance, but added challenges to markets in which some of our largest competitors are benefiting from lower cost to due to a stronger dollar. This was particularly true in our Fluoroproducts segment this quarter.

Our Corporate and Other segment experienced higher sequential costs and resulted in negative $26 million of adjusted EBITDA. If you recall, our third quarter expenses were unusually low. We believe that this quarter is a closer representation of a run rate, adjusted EBITDA for the segment, but we continue to anticipate some variability from quarter to quarter.

Finally, in the quarter, we generated a $12 million sequential benefit from technology and licensing activities. These are periodic activities that the businesses occasionally undertake, but particularly – particular success this quarter.

Now, turning to the full year review on slide four. First recall that this fisc al year is a combination of two quarters on a standalone basis from DuPont's historical results and two quarters as an independent public company. We generated $5.7 billion of revenue and $573 million of adjusted EBITDA, recorded a GAAP net loss of $90 mil lion after approximately $358 million of restructuring and impairment charges and interest expense of a $132 million.

The majority of the restructuring impairment charges that we recorded were associated with the portfolio actions and decisions related to the Chemical Solutions' strategic review.

Currency and lower pricing were the biggest challenges in 2015, representing nearly $580 million in headwinds versus 2014 results. Despite this, our EBITDA margin remained double-digit, supported by our transformation cost reduction efforts.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 In the fourth quarter, we began to see the benefits of company-wide working capital initiatives, helping to deliver the unwind, which we expect will provide permanent working capital improvements in 2016. 2015 was another year of high capital spending across the company at $519 million, approximately $70 million was associated with separation-related spending and about $150 million related to the construction of our new TiO2 line at our Altamira facility in Mexico. With mechanical completion done, most of the spending for the project is now behind us.

Let me now take a step back and provide some additional perspective on the fourth quarter. Turning to slide five, on a year-over-year basis, adjusted EBITDA declined by $73 million to $132 million. Currency headwinds reduced adjusted EBITDA by approximately $66 million with more than half of that on the Titanium Technologies segment.

Lower selling prices across the company reduced adjusted EBITDA by $100 million. Almost $90 milli on of this impact was attributable to the decline in TiO2 pricing across all regions. Additionally, the impact of faster pricing of lower raw materials in Chemical Solutions was a significant factor in the quarter.

Despite the higher year-over-year volumes of TiO2, we saw lower demand for certain fluoropolymers, especially for consumer electronics applications. Additionally, as regulated, we experienced lower quarter mandated volumes of base refrigerants versus the previous year. We did realize lower raw m aterial prices year-over-year, but the reduction was notably lower than selling price declines.

While Mark will go through more details of our cost reduction efforts in a few minutes, I would like to point out that we continued to see momentum gaining to realize our targeted fixed cost reductions with over $50 million realized in the fourth quarter. In total, we saw over $100 million of lower fixed costs versus last year. And finally, as I mentioned earlier, we benefited $11 million year-over-year from licensing activity that took place in the quarter.

Turning to slide six, on a sequential basis, adjusted EBITDA was $37 million below that of the third quarter. Currency headwinds reduced adjusted EBITDA by approximately $7 million, mostly related to movemen ts in the emerging market currencies.

Price continued to be a headwind in all segments. During the fourth quarter, in Titanium Technologies, excluding currency, we saw a global average TiO2 pricing decline by another 3% translating into a $23 million decl ine. As we mentioned in December, our Fluoroproducts segment was unfavorably impacted by increased competition driven in large part by a strong U.S. dollar. This translated into approximately 5% lower prices sequentially or about $28 million. Finally, Chemical Solutions saw lower selling prices as a result of lower pass-through raw material costs.

Fourth quarter and first quarters are typically seasonally lower for both TiO2 and refrigerant volumes. In the fourth quarter, TiO2 volumes were just slightly below that of the third quarter, as higher volume in Latin America as higher volumes in Latin America offset lower volumes in the Northern Hemisphere markets. Refrigerants were lower as expected. We also saw a weakness in some industrial fluoropolymer demand, particularly for consumer electronics.

Sequentially, we saw over $50 million of cost savings related to Edge Moor closure as well as some additional people related fixed costs, consistent with our transformation plan target. However, these lower expenses were partially offset by a $16 million increase in Corporate and Other expenses. This was primarily related to the timing of the certain legacy liabilities and other payments. As we go forward, we will incur between $20 million and $30 million per quarter of expenses that will flow through this segment. Finally, as previously mentioned, we benefited from technology and licensing activity in the quarter.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016

Before I turn to our balance sheet, let me provide a brief update on some litigation matters. In Novem ber, 2015, we described our legacy litigation matters. Recently, a few rulings were made on some of those matters.

First, we were granted a summary judgment on the Valspar case, and the judge dismissed the case. As expected, Valspar has filed an appeal to the Third Circuit. We think, the opinion granted in a summary judgment is very strong and we feel confident that it will be upheld on appeal.

Regarding PFOA, personal injury claims, as anticipated, the trial court denied our motion for a new trial on the Bartlett case. We will now proceed with our appeal to the Sixth Circuit Court of Appeals. We expect this process will take about 12 months. So as we have said, it will likely take until sometime in 2017 to determine a conclusion for this first case.

As previously disclosed by DuPont, who'll remain the named defendant, the second bellwether case was settled in January for an amount significantly below the incremental costs of preparing for this trial. We settled without admission of liability and believe this is the most effective use of our resources to support the overall strategy and continue defending the MDO cases.

These additional bellwether cases are scheduled to take place this year in May, August and November. The court has recently ordered that after April 2017, 40 individual cases will be tried per year. This initial timing is intended to allow the Bartlett appeal process to conclude prior to the beginning of any trials outside the initial bellwether. It is important to note that these 40 trials will be of individual plaintiffs, with each required to prove his/her own case.

We continue to expect this PFOA litigation will take place over multiple years, given the indemnity to DuPont, we will continue to defend against this litigation. In the meantime, we are focused on our transformation plan to deliver earnings improvement and over time reduce the leverage on our balance sheet.

On slide seven, you will – you see that we began the quarter with $215 million cash balance. During the quarter, we generated $302 million in cash from operations including nearly $400 million of reduced working capital needs driven by a $186 million of lower accounts receivable, $48 million of lower inventory and a $165 million in higher account payable balances. The operating cash flow supported a $127 million of capital expenditures in the quarter and resulted in a $175 million of free cash flow.

As we have previously discussed, several of the restructuring charges that we took in the quarter result in additional deferred tax benefits. We expect that these will translate into lower cash tax rates in 2016 and 2017 as those benefits are realized for cash tax purposes.

On slide eight, we've summarized the key terms of the liquidity agreement with DuPont and a recent credit facility amendment for our revolver facility. In January, we entered into an agreement with DuPont, which extinguished the cash and working capital true-ups originally contemplated in the separation agreement. Additionally, DuPont prepaid a $190 million in February to Chemours for certain goods and services expected to be delivered over the next 12 months to 15 months.

In total, these components provide additional liquidity in the first half of the year, a time that we generally see seasonally driven working capital usage. Leveraging the liquidity support from DuPont, we worked with our lenders to amend our revolving credit facility, a notable change in the terms is a shift to a leverage covenant calculation based solely on our senior secured net debt. The amendment also reduced the minimum levels of interest expense coverage ratio. We believe the amended covenant ratios provide adequate headroom for us to

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 access our revolver going forward. Additionally, by extended the time horizon, and the amount of allowa ble add backs through 2017, we have enhanced our ability to implement our transformation plans.

Finally, as part of the amendment, we agreed to reduce the total revolving credit commitment to $750 million. We believe that the combination of these two agreements provide significant liquidity enhancement to support our businesses and allow us to drive the transformation plan forward.

And now, I'll turn the call back to Mark...... Mark P. Vergnano President, Chief Executive Officer & Director Thanks, Mark. On slide nine, you can see that in the fourth quarter, we generated $589 million in revenue and $62 million in adjusted EBITDA from the Titanium Technologies segment. We maintained a double-digit margin in spite of continued challenging TiO2 market conditions and currency movements. We have this margin profile primarily because of our industry leading, low cost operating position enhanced by the benefits of our planned cost reductions.

We were able to increase our volumes year-over-year and the sequential seasonal decline was minimal. With the mechanical completion of Altamira reached last December, we remain on track to begin commercial operations in the middle of this year.

As stated previously, we will operate the new line at Altamira to its full capacity, to take advantage of the cost benefits. However, we will dial back production at our other sites to offset the new Altamira production until customer demand in overall market conditions improve.

At the end of December, we announced the modest price incre ase across all of our TiO2 product lines, effective January 1, or as contracts allow. We see this increase as a step to reset prices back to levels from the fall of last year on a path toward more sustainable margins, that'll allow us to continue investing in our business and supporting our customer needs. We are working with customers worldwide to implement this increase. The full impact of which will be apparent in the second quarter as many first quarter prices were agreed prior to our announcement.

Moving to slide 10, during the fourth quarter, our Fluoroproducts segment generated $515 in revenue and $80 million in adjusted EBITDA. The year-over-year profitability improvement was driven primarily by the benefits from transformation cost savings. Sequentially, these savings help to mitigate weaker market conditions, driven by seasonality, currency and soft end market demand for consumer electronics and oil and gas applications.

We sold a small breakeven business in Sweden during the quarter. Although inc onsequential, it does reinforce our drive to simplify Chemours and focus our attention on our core investable businesses. Based on our signed use contracts with key OEMs, we have excellent visibility into the ramp up of Opteon refrigerants sales as we look into 2016. We know that needs of our OEM customers will grow significantly in the second half of 2016 to meet the regulatory requirements in Europe.

For stationary refrigerants, we will continue to position our existing product lines to maximize value op portunities of these matured technologies are phased out and supply is limited by government issued quotas. In addition, we continue to work on developing new Opteon based plans that provide our customers with low global warming potential differentiating products.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Fluoroproducts' financial performance will also be bolstered by our ongoing cost reduction initiatives that we expect to be a driver of this segment's 2016 performance. Let me now review the Chemical Solutions segment on slide 11. In the quarter, we saw volume gains in cyanides and sulfur on a year-over-year basis. As Mark mentioned licensing activity was benefit in the quarter, was about half of that from the Chemical Solutions segment.

Improved operating cost in our methylamines business were favorable in the quarter. Combined these more than offset the pricing impact and delivered sequentially and year -over-year stronger EBITDA performance in the quarter. Our strategic review of this segment led us to several decisions in the quarter. First, we 're pleased to announce the sale of our Beaumont Aniline facility to Dow for a $140 million of growth proceeds. We expect this transaction to be completed by the end of the first quarter.

We also announced our decision of retain and improve the cost position of our methylamines business Belle, West Virginia and we believe that with the progress demonstrated this quarter, we continue to move closer to a breakeven condition. Finally, we also described our plan closure of our Reactive Metals business located in Niagara, New York. Activities to prepare the exit of the sites are just beginning, but we expect to complete the process by year end. Ultimately, we believe this will enhance our adjusted EBITDA by approximately $20 million per year, beginning in 2017.

In the past quarter, we continued the progress in transforming Chemours into a higher valued chemistry company by taking strategic portfolio actions, as I just described and further reducing cost, as you can see on slide 12. This slide outlines the activities that we expect will reduce cost by $350 million through 2017 versus 2015. As you can see our goal is not dependant on anyone bucket, but rather a broad set of opportunities. Last December, we described the initiatives that will deliver a $165 million of lower cost in 2016. With our recent actions, we have taken measures to achieve and will deliver our $200 million cost target for 2016. In fact, as of today, we believe there is less than a $100 million of activities yet to announce to achieve the 2017 target as well.

Let me quickly touch on the progress of the other aspects of our transformation plan. In addition to portfolio actions that I already covered, we are pursuing our $150 million of EBITDA improvements from growth. We expect to see a meaningful ramp up in Opteon sales during the middle and later part of 2016 and into 2017 contributing a $100 million of the growth by the end of 2017. Altamira will provide us annual benefits based on the low cost process technology and our ability to optimize ore grades across our entire production network.

We expect to deliver the remaining $50 million of EBITDA from this and our planned cyanide expansion. Overall, we remain confident in our five-point transformation plan and are very pleased with our progress thus far. Now, let me discuss our 2016 outlook and the variables that could influence our performance.

We expect full year EBITDA to be greater than what we achieved in 2015. Based on our success in 2015 of reducing cost, we are confident that our cost savings initiatives are on track for 2016. In addition to adjusted EBITDA performance, we are working to drive a notable improvement and working capital productivity and on a path to reduce our capital spending to $350 million in 2017.

Combined with our lower cash tax rate, we expect to generate modestly positive free cash flow for the year. We are starting with an excellent base of businesses that have leading market positions in the industries in which we participate. We'll build from that base and remain focused on delivering the initiatives that are within our control while acknowledging those that are not.

We will continue to pursue our TiO2 price increase announced in December 2015, but acknowledge, it takes some time to implement these changes across our customer contracts around the world. Again, we believe this increase moves pricing in the right direction to help improve margins and support maintenance and reinvestment for this

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 business. We expect to see the impact beginning with our second quarter results. Currency is expected to be a headwind in 2016, besides currency and TiO2 pricing, we continue to see competitive pressures on some of our fluoropolymer product lines and we'll have reduced quotas per existing regulations in place, lowering ou r volume of base refrigerants versus 2015.

On the positive side, we are confident on the growth aspects of our plan. We have excellent visibility on the ramp up of Opteon's EBITDA contribution in 2016 and 2017 based on our order book. And given our extens ive process technology know-how, we expect Altamira to quickly demonstrate its benefits.

In summary, we continue to focus on what we can control, namely cost reductions, reduced capital expenditures, divestitures and our focused growth initiatives. We remain confident in our five-point transformation plan and have made significant progress thus far. We will continue to work hard on transforming Chemours into the higher value chemistry company, we expected to be.

Now we will open up the call for your questions......

QUESTION AND ANSWER SECTION

Operator: [Operator Instructions] Your first question comes from line of Bob Koort with Goldman Sachs. Your line is open...... Christopher Evans Goldman Sachs & Co. Q Good morning, everyone. This is Chris Evans on for Bob. Just a quick question on the TiO2 volume growth. My understanding was 4Q 2014 was a pretty strong comp from some pull forward from 1Q 2015, making the 6% maybe even a little more impressive. Can you describe the dynamic here? Are you just gaining mark et share or is there a demand rebound? I mean, what's – how did you get those good volumes? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Hey, Chris. I would say we're trying to get ourselves to the capacity share that we deserve. So, from that standpoint, I would say our market share probably lagged in the beginning of the year and as we went through the year, we want to get to that capacity share that was rightfully ours. So we drove to that toward the end of the year...... Christopher Evans Goldman Sachs & Co. Q Got you. And I guess on pricing, I'm kind of curious to know, how your TiO2 inventory levels are and for the industry and if you think those are supportive based on historical levels? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. I would say, our inventory levels right now are sort of normalized. We haven't done anything significantly different with our inventory levels. So we usually have somewhere around two months of inventory that's normal for us and that's probably where we are right now. So I don't see that having any influence on the market right now.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Christopher Evans Goldman Sachs & Co. Q Got you. Thanks......

Operator: Y our next question comes from the line of Duffy Fischer from Barclays. Your line is open...... Duffy Fischer Barclays Capital, Inc. Q Yeah. Good morning, fellows...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi, Duffy...... Duffy Fischer Barclays Capital, Inc. Q Question on the TiO2 side of things, when you look back historically, 10 years, 20 years, how often have price increases been successful in this type of an operating rate environment? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. I would say, you have to look at this a little bit differently, because if you were just purely looking this at an operating rate situation, you might come to a different conclusion. But the industry right now is at a place and we're at a place that we've really need to drive this price increase and we're dedicated to it to be able to support our customers going forward.

So if you look at the industry as a whole, I don't think anyone right now is making much money except ourselves. And if you look at our returns right now, we just are right at double-digit, which is a little bit lower than our cost of capital. So for us to be able to invest in this industry, for us to be able to support our customers growth, we believe the price increase makes sense. So, that's what our driver is right now, Duffy , to be able to get behind this price increase and move it through the industry...... Duffy Fischer Barclays Capital, Inc. Q Okay. An then, did I understand correctly, that when Altamira comes up that 200kt, roughly speaking you think you'll turn down the rest of the asset base about equal to that 200kt, so that your volumes don't go up in the back half of the year? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y es. Yeah, obviously we're not going to get to the 200kt right off the bat with Altamira, you got to ramp up as we're bringing it up. Now, we feel very confident about it, because it's a second line at an existing facility with known technology and folks who know how to operate those lines. But we're not going to ramp up right to 2 00kt, but your logic is exactly right. As we bring that up, we'll take down that same amount of capacity throughout the circuit, until the market improves or our customer needs increase.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Duffy Fischer Barclays Capital, Inc. Q Okay. And then one just on the legal side of things in the 8-K, there was a snippet in there that you guys have indemnified the officers in the board against the lawsuits. And I was wondering one, is that around the PFOA or is that something different and is that in response to a particular filed case already? ...... Mark P. Vergnano President, Chief Executive Officer & Director A No. Duffy, that was – that's very standard, in fact if you read those indemnifications they're very normal standard throughout the industry. We have a brand new board, so the board had looked at the indemnifications that were in place that sort of came over from DuPont and they just wanted it to be standard with the rest of the industry. So one, don't read anything into that, and two, it had nothing to do with a nything specific, it was very much just a general upgrade to get us to standard...... Duffy Fischer Barclays Capital, Inc. Q Great. Thanks. fellows...... Mark P. Vergnano President, Chief Executive Officer & Director A Sure......

Operator: Your next question comes from line of Laurence Alexander with Jefferies. Your line is open...... Q

Hi, this is [ph] Jeff Nolan (31:39) for Lawrence. On Opteon, can you talk about the market share dynamics? Is it reasonable to assume that you can get half of the market share in the business or are you going to be significantly higher or lower? How do you think about the gives and takes there? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. As I have said sort of in the remarks, we've a really good visibility, because a lot of this was contracted with OEMs. So we'll have at least 50% share going forward based on where we are right now with the contracts with customers...... Q

And then, what do you see the reasonable bogie for working capital as you u se source of cash in 2016 and then longer term? ...... Mark P. Vergnano President, Chief Executive Officer & Director A

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 So as we look at 2016, and I'll let Mark opine on this as well. As we look at 2016, we see an opportunity in front of us, that could be as much as $200 million of working capital improvement based on all the work we've done over the last three months or four months to really find opportunities primarily in inventory and accounts receivable.

Now, we want to get the lion's share of that in 2016, we're not going to be able get all of it. But that's what we're looking at is, sort of our target. Mark, I don't know if you have anything else you want to add? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Y eah. Thanks, Mark. So I'd say, as we look at 2016, to get to being free cash flow positive, really there's three contributors. The first is obviously EBITDA improvement, the second as Mark mentioned is working capital and then the third is, we're on a trajectory to reduce our CapEx down to the $350 million in 2017. And so if you think about it, this year, if you exclude spin related CapEx, we're at $450 million. And so, we're trying to get down to that $350 million level by next year. So all three factors contribute.

I just say inside the company, there is a huge focus on working capital. You saw that, we delivered on the unwind in Q4. We've actually been free cash flow positive for the last two quarters. So we're really focused on not just having the seasonal unwind, which we got in Q4, but in getting to free cash flow positive for the full year in 2016...... Q

Thank you......

Operator: Y our next question comes from the line of Rogers Spitz with Bank of America. Y our line is open...... Roger Neil Spitz Bank of America Merrill Lynch Q Thank you. When you talk about getting your fair share of the market in TiO2, are you getting that in some way other than via price? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. I think from our standpoint, when you look at our product mix, we have a very solid product mix with very high quality. We do developments specific for customers. So, absolutely I mean, you look at the quality of the product line we have, you look at where we are located around the world to be able t o service our customers, and you look at the enhancements that we bring to the product. Those are the major components of how we drive share...... Roger Neil Spitz Bank of America Merrill Lynch Q Thank you, Mark. The other question is, in the refrigerant gases business, can you speak about the typical seasonality of that business perhaps ordering the quarters and maybe suggesting from the weakest of the strongest quarter, what rough percent strength is the weakest versus the strongest quarter? ...... Mark P. Vergnano President, Chief Executive Officer & Director A

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Y eah. So, the refrigerants business flows with heat. So, your second quarter going into your third quarter by far are the strongest quarters, by far the weakest quarter is the first quarter. And so, if you look in general at our business, and if you look at how we're sort of looking at 2016, the first quarter is going to be the weakest quarter for Chemours overall, and refrigerants as well as TiO2, both play into that; that's normal seasonality from th at standpoint.

The other thing you have to also look at in our first quarter, why it's going to be the weakest quarter for the year is, the delta in TiO2 price will be the most dramatic in that quarter. Almost, too, if you go back to the first quarter of 2015 to the first quarter of 2016, you're talking about over $400 a ton, in price delta, price and currency delta, during that period.

So, just to sort of wrap it up, first quarter is going to be the weakest quarter for us overall, from a refrigerant standpoint. You'll see that ramp up in the second quarter and third quarter...... Roger Neil Spitz Bank of America Merrill Lynch Q Thank you very much......

Operator: Y our next question comes from the line of Edlain Rodriguez from UBS. Y our line is open...... Edlain Rodriguez UBS Securities LLC Q Thank you. Good morning, guys. Just one quick question on fluoropolymers, I mean, Mark, you've talked about like lower volume there. I mean what's really driving the weakness there and do you expect to see a rebound in this market any time soon? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. I would say, there were two things that sort of affected us in the fourth quarter. One was, we saw the consumer electronics industry slow down for us a little bit. And we had a lot applications into the consumer electronics industry. We were no different than anyone else there, if you talked to a lot of folks, I'm sure they gave you that same feedback around that industry.

We also saw a little bit of margin pressure, primarily because the currency coming out of – competitive products coming out of both Japan and Europe. That I think has subsided. So I think it's really about us getting back into the consumer electronics markets. We're very aggressive in there in terms of a lot of a new application development; I think we'll build that back as we go through the year. But that really was what affected that fourth quarter number...... Edlain Rodriguez UBS Securities LLC Q Okay. And one last one on TiO2. I mean in terms of capacity reduction, I mean do you think the industry needs more capacity curtailments or whatever has been announced so far, you think that's it? ...... Mark P. Vergnano President, Chief Executive Officer & Director A

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Y eah. I don't know what's going to happen, but I know from our standpoint, we like the circuit that we have. We made our reductions last year with our Edge Moor facility, but we believe we have a very, very strong set of assets going forward. There still is a little bit of overhang of supply in the industry, but now I think you're getting to a point where there's pretty expensive capacity to take out, primarily in Europe because of social costs.

I was in China last week, and there is capacity still coming out of China, I mean I was very en couraged, I spent most of my week in the marketplace. And capacity is coming out of China, it's usually the smaller sulfate producers, either driven off of environmental regs that are requiring them to shut down or the fact that they just can't make money. So I think that's – other folks are seeing that too. So I think you're seeing some come out, but a large chunk of capacity coming out, I just don't have visibility for that...... Edlain Rodriguez UBS Securities LLC Q Okay. Thank you very much......

Operator: Y our next question comes from the line of Don Carson with Susquehanna Financial. Your line is open...... Don Carson Susquehanna Financial Group LLLP Q Y es, Mark, a question on pricing. I assume that it takes about 90 days to put through a TiO2 price increase. What's the trend of pricing this quarter, do you expect pricing to still be down somewhat sequentially? ...... Mark P. Vergnano President, Chief Executive Officer & Director A The way we're looking at pricing, Don, right now, is as you said – we'll have a much better visibility on price in the March timeframe, so it's a little bit early. But outside of North America, we do have a lot of contracts that we could implement price increases effective earlier in the year. So we're seeing good momentum from that s tandpoint. We've seen, like I said, I was China, we're seeing price increases occur in China. We're seeing good volume so far, normal volume pattern right now in the quarter as we're halfway through. So I'm very optimistic in terms of where we are around that. Our team is dedicated right now to drive this price increase; we think it's the right thing to do. So we're seeing positive signs from that standpoint. But as you said, we're not going to have clarity until March...... Don Carson Susquehanna Financial Group LLLP Q Okay. And then finally, can you talk a bit about ore cost, what the trends were in 2015 in terms of how much lower they were and what's your outlook is for 2016 based both on your contracts as well as rationalizing some of your non-Altamira production, which I assume you'll run lower grade ores? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Right. And we've – I would say it's going to be relatively flat. We saw some slight reductions during the year in 2015, but as we look at 2016, we're looking at relatively flat ore costs. And as you said, how we utilize our ore is going to be the biggest factor in terms of our overall cost. So we continue to use the lower ore grades where we can. But just from a pure purchasing point of v iew, I would say think of it as flat through 2016......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Don Carson Susquehanna Financial Group LLLP Q Great. Thank you......

Operator: Y our next question comes from the line of Jeff Zekauskas from JPMorgan. Y our line is open...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Thanks very much. Did your TiO2 tons grow this year, or did they shrink this year? ...... Mark P. Vergnano President, Chief Executive Officer & Director A You mean in 2015? ...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Yes. 2015 versus 2014...... Mark P. Vergnano President, Chief Executive Officer & Director A Relatively flat...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Flat. So, if your assessment that you lost share or that the TiO2 industry in 2015 didn't grow [indiscernible] (41:32)...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. I would say the market was pretty flat, Don – I'm sorry, Jeff. When you...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Sure...... Mark P. Vergnano President, Chief Executive Officer & Director A ...when you think about the year, the market really didn't grow that much during the year. We're anticipating 2016 to be a stronger year from that standpoint. But 2015 really was flat...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay. And then lastly, your first quarter volumes, I think in 2015 were relatively weak. If the case that in volume terms in TIO2, you should have a relatively easy first quarter comparison or is that not the case?

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Mark P. Vergnano President, Chief Executive Officer & Director A From a volume perspective? ...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Volume perspective...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah, we should do better in the first quarter of 2016 than 2015 from a volume perspective. But, you got to remember, price is going to be a big delta here. So price is the bigger driver. It's almost $400 a ton delta first quarter this year versus first quarter last year when you put currency and price together. That's going to be the bigger issue for us. But from a volume perspective, we should be a little bit stronger. As I said, we used 2015 throughout the year, we regained some share to get us to the right capacity share. We were probably weaker in the beginning of the year...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay. And then lastly, what is it that you are providing DuPont for the $190 million they're giving you? ...... Mark P. Vergnano President, Chief Executive Officer & Director A A big smile...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q What are the goods and services they get, and how much was the extinguishment or working capital true -ups? How much lower were they – than you expected if you – if they were lower? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah, Mark is going to...... Mark E. Newman Chief Financial Officer & Senior Vice President A It's Mark Newman here. I'll handle that...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Sure...... Mark E. Newman Chief Financial Officer & Senior Vice President A So obviously, the cash true-up we disclosed was $49 million.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay...... Mark E. Newman Chief Financial Officer & Senior Vice President A The working capital true-up was on the discussion and we never really publicly disclosed an amount. So we were able through our discussions with DuPont to have both of those go away without payment. And then the prepayment really provides liquidity in the first half for goods that we will supply them over the next 12 months. So it really helped to deal with the working capital online that we see.

And candidly, we were able to leverage that into a meaningful discussion with our banks around an amendment of our revolving credit facility. So as we sit here today, we have full access to our reduced revolver of $750 million. We do have some letters of credit on our revolver that reduced the net amount down to $625 million. But if you think about it, we ended the year at $360 million in cash, we then get help from DuPont in terms of no money leaving the system on the true-up.

And additional liquidity with respect to that pre-buy and then we have full access to our revolver of $750 million. So, we really set the stage, so that our leadership group can focus all of our efforts now on driving the transformation plan and really not having to worry about liquidity, as we move through 2016...... Mark P. Vergnano President, Chief Executive Officer & Director A And Jeff, the $190 million also, just to give you a context - ...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Y eah...... Mark P. Vergnano President, Chief Executive Officer & Director A These are very typical goods and services. We sell materials to DuPont that they utilize like sulfuric acid fo r their Kevlar facility. We share a lot of facilities where we're the landlord and they're the tenant. And so, there's a lot of utilities that go across. So just normal course of business throughout the year between the two companies...... Jeffrey J. Zekauskas JPMorgan Securities LLC Q Okay. Great. Thank you so much...... Mark P. Vergnano President, Chief Executive Officer & Director A Sure......

Operator: Y our next question comes from the line of Brian Lalli from Barclays. Your line is open......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Brian J. Lalli Barclays Capital, Inc. Q Hey, good morning, guys...... Mark P. Vergnano President, Chief Executive Officer & Director A Hi, Brian...... Brian J. Lalli Barclays Capital, Inc. Q Thanks for the time. Mark Newman, appreciating that there obviously are a lot of puts and takes related to TiO2 and refrigerants in FX. Given your confidence and you restated again on this call around the $200 million of cost improvement. I guess, is there a level that you'd be willing to talk about that you'd be disappointed to not reach from a 2016 EBITDA standpoint. I mean, is a number of $700 million a level that we should be thinking about. Again, I'm just sort of thinking about where you ended plus $200 million and maybe what comes out of that from the headwind perspective? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Y eah. So Brian, we're really not interested in trying to peg an EBITDA number out there other than we will improve over 2016. The one fact that that you need think about is, we're starting the year where the exit TiO2 price in 2015 is $200 a ton lower than the average in 2015, right. So on about 1 million tons you're starting with a $200 million price headwind. And so, while you're setting yourself up with a $200 million cost reduction you have a pretty significant price headwind to overcome.

Obviously, throughout the year our goal is to reduce the amount of that headwind and throughout the year, we would expect cost reduction and the ramp up of Opteon to also have an accretive impact. But i n terms of how it plays out for the full year I think at this point we're not willing to say anything more other than we expect full year adjusted EBITDA to be better for all of those factors...... Mark P. Vergnano President, Chief Executive Officer & Director A And to your point, Brian, as Mark said, so you start with that $200 a ton headwind off of the average price from last year on TiO2. But – everything in our control, that we've talked about are the things that we're driving, the ramp up on Opteon, the cost reductions. But the things we just don't know how to play at are currency, demand in TiO2 price. So that's why we believe we're going to be above last year, from that standpoint. And some of those things go our way from a tailwind standpoint. It could be above that...... Brian J. Lalli Barclays Capital, Inc. Q Yeah. And I guess – as it sort of dovetails into the free cash flow positive guidance and that's what I was sort of backing into, I guess Mark, you commented earlier that there could be some components around that, that are working capital related, is it safe to assume that the $190 million is not in that number, the $190 million from DuPont that is? ......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Mark P. Vergnano President, Chief Executive Officer & Director A It is not...... Mark E. Newman Chief Financial Officer & Senior Vice President A Yeah, that's correct...... Brian J. Lalli Barclays Capital, Inc. Q It is not. Okay. But then - ...... Mark E. Newman Chief Financial Officer & Senior Vice President A In fact, there's no DuPont and just to clarify. In the $399 million working capital unwind in Q4, there's also no DuPont impact, because that's all non-cash...... Brian J. Lalli Barclays Capital, Inc. Q Got it. So, I mean again, can we sort of – we can get through our own models and figure out the components of cash flow and obviously working capital as a delta and that might triangulate to something on the EBITDA side, is that – is there anything else in there that you're putting in your free cash flow estimate? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Y eah. I think the ingredients for free cash flow, obviously is EBITDA – it is CapEx, it is working capital. We've also just disclosed in our liquidity chart that we expect our restructuring payments to be a little over $100 million in 2016. So if you put all that into your calculus – you can solve for what might be an EBITDA number depending on what you think the other factors are...... Brian J. Lalli Barclays Capital, Inc. Q Understood. And then just one last housekeeping from me. The sale of the Aniline facility to Dow, one I guess, is there a number that you could disclose in terms of what that's going to hit? I mean, that's not going to hit in the first quarter, right, I mean that's going to be a positive cash item as r elated to the balance sheet. Just what should we model in, I guess is what I'm saying that number? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah, it's going to be in the first quarter. So, we have met all our closing conditions w ith Dow, so we'll go forward with the – with the sale there. We have announced previously that's $140 million from the standpoint of gross proceeds of that. We're going to have a pretty healthy net result off of that primarily because we're in a loss carry - forward condition in the U.S. So, it's going to be – it's going to be the $130 million to $140 million......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Brian J. Lalli Barclays Capital, Inc. Q Okay. That's great, Mark. Thanks for the – thanks for the time, guys...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah......

Operator: Your next question comes from the line of Lauren Gallagher with Credit Suisse. Your line is open...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Hi, guys. Thanks for taking the time. First question kind of revolves around the Fluoroproducts business, simply related to consumer electronics and your attempt to build the book there. I guess as you look out to 2016, do you expect more of the demand or more of the demand growth to be in the second half of the year or how do you think about the timing of – of that business recovering? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. That doesn't have as much of a cycle as our fluorochemical business or our TiO2 busine ss. So, this is really application development related and introduction by our customers and their customers. So, I would say it's probably not going to be a build-out from a seasonality standpoint, it's really going to hit as these applications hit. So I think, it's going to be fairly steady throughout the year, Lauren...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Great. And then a follow-up regarding the $190 million with DuPont. Is that affectively for the all the services you provide for them over the next 12 months to 15 months or is there more cash that would essentially come through? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A Y eah. Lauren, it's Mark Newman. It's U.S. goods and services. So, as Mark alluded to, it is really primarily around our supply to them of intermediates, as well as where we have tenant agreements on shared facility sites. So, we would expect $190 million to unwind over the next 12 months or so...... Lauren K. Gallagher Credit Suisse Securities (USA) LLC (Broker) Q Okay. Great. Thank you for the time...... Mark E. Newman Chief Financial Officer & Senior Vice President A Y ou're welcome......

Operator: Y our next question comes from the line of Bill Hoffman with RBC Capital Markets. Y our line is open......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Bill Hoffmann RBC Capital Markets LLC Q Hi, yeah, thanks, good morning. Just a couple of more questions on the Fluoroproducts business. In general, you talked about it through the Opteon roll in the second half of the year. I Just wonder if you can give us some kind of context on, like how to think about that from a dollar to EBITDA standpoint...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. What we had said in the past, and which is no different than how we see th ings is, Opteon in a 2017 timeframe is going to be about $100 million EBITDA opportunity for us, and we're going to ramp up to that throughout 2016. So, it's – because it's really predicated on the 2017 model of your cars in Europe, you're going to see that ramp up occur really in the second quarter primarily, with the fourth quarter probably being the strongest going into that. So, you won't get to that full $100 million to year -end 2017, but you're going to be ramping up toward the end of the year, toward that, if that helps Bill...... Bill Hoffmann RBC Capital Markets LLC Q Y eah. Absolutely. And then you'd just – with regards to the fluorochemicals, you talked about the competitive pressures. Your general thought there was that, those pressures have abated. Why do you think that is the case, just because the currency obviously hasn't changed much here? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. I was alluding to the fluoropolymers side from that standpoint...... Bill Hoffmann RBC Capital Markets LLC Q Y eah...... Mark P. Vergnano President, Chief Executive Officer & Director A And what I say is we saw – I wouldn't say they're abated from the pressures, I would say what's abated is the drop that we saw. So, we're sort of at steady state now - ...... Bill Hoffmann RBC Capital Markets LLC Q Okay...... Mark P. Vergnano President, Chief Executive Officer & Director A – from that standpoint, and we secured our customers, there are some price gives that had to be made there, but form the standpoint, we're pretty much at a steady state on our fluoropolymers business right now...... Bill Hoffmann RBC Capital Markets LLC Q

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Okay. And then just final question on that, on the whole Fluoroproducts business the cost saves, how much of that is targeted towards that segment? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Of our total $200 million? ...... Bill Hoffmann RBC Capital Markets LLC Q Y es...... Mark E. Newman Chief Financial Officer & Senior Vice President A I'd say, we haven't tried to peg to our three business units. But we have cost saves across the three BUs and our corporate staffs. I would say TiO2 and fluoro represent our two biggest businesses. And so, I would expect the majority of our cost saves would be in those two businesses...... Bill Hoffmann RBC Capital Markets LLC Q Okay. Thank you for your help...... Mark P. Vergnano President, Chief Executive Officer & Director A Sure......

Operator: Y our next question comes from the line of P.J. Juvekar from Citi. Y our line is open...... Eric B. Petrie Citigroup Global Markets, Inc. (Broker) Q Hi. Good morning, Mark. This is Eric Petrie on for P.J...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah...... Eric B. Petrie Citigroup Global Markets, Inc. (Broker) Q Y ou made a comment in your slides that you expect volumes to return in TiO2 to more GDP type growth rates versus a flat market in 2015. What gives you the degree of confidence that it returns to that run rate? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Well, I think, what we said is over time, we see that getting there and if you just look at the last 50 years of data, you would see that the correlation to TiO2 volumes and GDP are spot on. So, if you look over that period of time, you'll see there are perturbations where the volume of TiO2 sort of drops underneath GDP and then all of a

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 sudden it will try to make that up and that's exactly what we're seeing over the next couple of years. We'll get back to that GDP line. It's just history...... Eric B. Petrie Citigroup Global Markets, Inc. (Broker) Q And then – I appreciate your comments about what you're seeing in China. Do you have any sense as to how much sulfate capacity is being taken offline per year and do you see any risks with that b eing replaced with chloride technology? ...... Mark P. Vergnano President, Chief Executive Officer & Director A I think in time you are going to see chloride technology replace sulfate technology; it's not going to happen short term. And I'm even more convinced of that now, that it's not going to happen short term. But in time, that's going to happen. We've seen – it's so hard to get real data out of China around that, but we've seen people talk about anything from 400,000 tons to 500,000 tons coming out. I can't verify that for you, but I think other reports have come out around those numbers...... Eric B. Petrie Citigroup Global Markets, Inc. (Broker) Q Okay. And last, if I may, what – you prior stated that Altamira was going to deliver $20 million to $7 0 million of net cost to EBITDA. Where do you stand on that range based on current ore prices today and - ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah - ...... Eric B. Petrie Citigroup Global Markets, Inc. (Broker) Q Oh, sorry. And your plans to shutter the equivalent amount of capacity throughout the remainder of your production lines? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. So first of all, we're probably at the lower end of the range based on wher e the market is today and where ore prices are, so we're at lower part of that range as we're going forward.

And the other piece, we are not shuttering any capacity. We have the ability to operate our facilities at lower ore blends, which brings our variable costs down and it takes our output down out the back end. So, this is how we meter our facilities, which is pretty unique to Chemours versus a lot of other folks. Because these ore blends really dictate how much product comes out of the back end, but it also affects your variable costs coming in. So it' s a sort of an elegant way for us to be able to meter the capacity of the overall circuit...... Eric B. Petrie Citigroup Global Markets, Inc. (Broker) Q Okay. Thanks......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 Mark P. Vergnano President, Chief Executive Officer & Director A Sure......

Operator: And we have time for one more question. Your last question will come from the line of James Finnerty from Citigroup. Your line is open...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Hi. Good morning, Marks. How is it going? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Hey, James, how are you doing...... Mark E. Newman Chief Financial Officer & Senior Vice President A Hey, hi...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q I'm doing all right. Just squeeze one at the very end. Just want to get a bit more clarity on the enhanced liquidity agreement with DuPont. Can you tell us how it came about? Was it something that DuPont approached you with or was it something that you sort of proposed to DuPont?

And a follow up question is to clarify how much sales are there between Chemours and DuPont on an annual basis? ...... Mark E. Newman Chief Financial Officer & Senior Vice President A So, James, let me – this is Mark Newman, let me start. We had to settle up with DuPont on the true -ups that were in the Master Separation Agreement. So, we knew prior to yearend, or by yearend, we would need to settle with them with respect to these two items. As a result of that and discussions that came out of that discussion, we agreed that this liquidity enhancement, which is essentially a commercial pre -buy of their U.S. requirements, would be very helpful and could be leveraged into a more substantive discussion with our lenders on a credit amendment.

So, I'd say it started really with the premise that we needed to agree on how to handle the true-ups. It led to an enhanced liquidity arrangement, which in turn led to an improved credit amendment facility. And again, the $190 million represents a one-year on U.S. goods and services...... Mark P. Vergnano President, Chief Executive Officer & Director A James, just – probably when you look at – it's hard to peg an exact number because some of this is utilities, but it's – it's under $300 million.

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Okay. Okay, and just sort of more of a qualitative question. Should we expect DuPont to sort of offer this type of support going forward or do you think this is a sort of a one-time event? ...... Mark P. Vergnano President, Chief Executive Officer & Director A I wish I could answer that question for you, but I don't know. I don't think this is something that's going to be a regular basis from them, but we'll see from that standpoint. I r eally can't answer that as definitively, but I look at this as – this was an opportunity, as Mark said. We had to discuss the true -ups anyway, so there was a logical time and place to have this conversation. I don't expect us to walk into their offices every quarter to talk about this...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Great. I guess so, but I guess it was a true unrelated third party, this wouldn't be occurring, so this [indiscernible] (60:32) relationship must play into it...... Mark E. Newman Chief Financial Officer & Senior Vice President A On that point, the $190 million is an arm's length pre-buy so, I mean it's not - ...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q Great...... Mark E. Newman Chief Financial Officer & Senior Vice President A There's nothing un-market about it...... Mark P. Vergnano President, Chief Executive Officer & Director A Right...... James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q And then just one last question on China. You talked about the capacity coming out over there, 400,000 tons to 500,000 tons per third party consultants. Net-net, do you think capacity in China in 2015 and 2016 is flat, down or up, what's taking into kind of additions? ...... Mark P. Vergnano President, Chief Executive Officer & Director A Y eah. It's hard to tell, right. So I would say it's somewhere flattish, maybe even a little bit down, but somewhere in there......

The Chemours Co. (CC) Corrected Transcript Q4 2015 Earnings Call 24-Feb-2016 James P. Finnerty Citigroup Global Markets, Inc. (Broker) Q And, sorry, one last question in terms of the currency in China that helps the weakening in Yuan. Has that that impacted exports out of China in recent months? Have you seen any impact from that? ...... Mark P. Vergnano President, Chief Executive Officer & Director A It looks like exports out of China are about 3% down year-on-year and we're not seeing a whole big difference going on right now versus what we've seen before. But thanks, thanks for the questions, James...... Mark P. Vergnano President, Chief Executive Officer & Director So as I said in my previous remarks, we remained confident in our Five-Point Transformation Plan. We will continue working hard on transforming Chemours into a higher value chemistries company. Thanks for all your questions and thank you for your continued interest in Chemours. Talk to you next time......

Operator: Ladies and gentlemen, this concludes today's conference call. You may now disconnect.

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EXHIBIT 21 Creating Higher Value Chemistry The Chemours Company 2015 Annual Report A Note Chemours Shareholders, We would like to take this opportunity to welcome you to Chemours—a global leader in titanium dioxide (TiO ), fluoroproducts, and a variety of chemical solutions. As you may know, we separated from Richard 2 from DuPont in July 2015 as an independent, multinational corporation with a 200-year legacy and Mark of world-class products and safety, as well as a bedrock commitment to serving the needs of our customers.

We are honored to lead Chemours together with our executive team and board members whose talent, dedication, and know-how are moving Chemours from the startup it is today to the company it will be in the future. And we are fortunate to have, as partners in this journey, employees comprising some of the finest, most able individuals in our industry.

We achieved a great deal in our first six months: launching a new corporate identity, rebranding our products, introducing new policies and procedures, and beginning the challenging work of remaking ourselves into a nimble, entrepreneurial, values-driven organization that anticipates market conditions with confidence and speed, while keeping a sure eye on our path to growth. We created and are implementing a Five-Point Transformation Plan that is our blueprint to becoming a Higher Richard H. Brown Value Chemistry company.

In 2015, Chemours earned $573 million in Adjusted EBITDA on revenue of $5.7 billion. We were faced with weaker-than-expected market conditions in titanium dioxide and fluoropolymers, resulting in an 11% decline in sales versus 2014. These challenges notwithstanding, our financial results reflected positive underlying performance across all our businesses.

Our transformation plan is well under way. We are focusing on tough but prudent decisions that include reducing structural costs, growing market positions, optimizing our portfolio (non-core divestments and plant closures), and refocusing our investments where we enjoy market advantages and untapped growth opportunities. We are committed to improving Adjusted EBITDA by $500 Mark P. Vergnano million and our debt leverage position in 2017. We have already made great progress, delivering over $100 million of cost reductions in the second half of 2015, with an incremental $350 million anticipated by the end of 2017. We’re committed to These cost reductions along with an expected $150 million of Adjusted EBITDA from growth “ becoming a Higher initiatives involving our low global warming potential Opteon™ product line and new applications Value Chemistry for our fluoropolymers in consumer electronics will improve our Adjusted EBITDA and free cash company by focusing flow in 2016 and beyond. This year, we will complete our Altamira plant expansion, creating one of the lowest-cost TiO production lines in the world; will be well under way with our sodium cyanide our portfolio on high- 2 volume, differentiated, expansion initiative; and have started the planning process for increasing Opteon™ capacity to support growing global demand. premium products that are catalyzing growth Despite continued headwinds, we are optimistic about our outlook. We remain laser focused on our around the world. transformation plan as our roadmap to further growth, a stronger balance sheet, a safe workplace, and a bright future.

Regards,

Richard H. Brown Mark P. Vergnano Chairman of the Board President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36794 The Chemours Company (Exact Name of Registrant as Specified in Its Charter) Delaware 46-4845564 (State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

1007 Market Street, Wilmington, Delaware 19899 (Address of Principal Executive Offices)

Registrant’s Telephone Number: (302) 773-1000

Securities registered pursuant to Section 12(b) of the Act:

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

Securities are registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes ☐ No ☒ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The registrant’s separation from E. I. du Pont de Nemours and Company became effective on July 1, 2015. As a result, there was no aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter. As of February 19, 2016, 181,376,949 shares of the company’s common stock, $0.01 par value, were outstanding. Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to its 2016 annual meeting of shareholders (2016 Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2016 Proxy Statement will be filed with the U. S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. The Chemours Company

Table of Contents

Page Part I Item 1. Business ...... 3 Item 1A. Risk Factors ...... 16 Item 1B. Unresolved Staff Comments ...... 34 Item 2. Properties ...... 35 Item 3. Legal Proceedings ...... 36 Item 4. Mine Safety Disclosures ...... 37 Executive Officers of the Registrant ...... 37

Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...... 39 Item 6. Selected Financial Data ...... 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...... 64 Item 8. Financial Statements and Supplementary Data ...... 65 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...... 65 Item 9A. Controls and Procedures ...... 65 Item 9B. Other Information ...... 66

Part III Item 10. Directors, Executive Officers and Corporate Governance ...... 67 Item 11. Executive Compensation ...... 67 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...... 67 Item 13. Certain Relationships and Related Transactions, and Director Independence . . . 68 Item 14. Principal Accounting Fees and Services ...... 68

Part IV Item 15. Exhibits, Financial Statement Schedules ...... 69 Signatures ...... 70

1 2015 versus 2014: Net sales decreased by $73 million or 6% for the year ended December 31, 2015 compared with the same period in 2014, primarily due to lower prices based on contractual pass-through terms, changes in the mix of products sold as well as the unfavorable impact of foreign currency exchange rates including the Mexican peso, Canadian dollar and the Euro. These decreases were partially offset by volume increases in Cyanide and Sulfur due to strong demand . Adjusted EBITDA and Adjusted EBITDA margin increased during the year ended December 31, 2015 in comparison with same period in 2014. The slight increase in Adjusted EBITDA was driven primarily by lower R&D expense and cost reduction efforts, including the global headcount reductions, during the second half of 2015. 2014 versus 2013: Net sales decreased $293 million or 20%, for the year ended December 31, 2014 compared with the same period in 2013, primarily due to the portfolio impact of a customer’s election to exercise a put/call option to acquire the entire property and equipment of the Baytown facility on December 31, 2013. Sales decreased further from lower prices across all products. Adjusted EBITDA and adjusted EBITDA margin decreased, primarily due to the portfolio impact noted above and lower prices.

2016 Outlook With our transformation plan on track, we expect to reduce structural costs by an additional $200 million in 2016. These cost savings are primarily from actions taken during 2015 including facilities closures, headcount reductions, and procurement and productivity enhancements. In 2016, we suspended annual salary increases globally, subject to contractual and legal limitations, and we halted a discretionary contribution component in our U.S. 401(k) plan that will contribute toward our $200 million target. We anticipate that we will need to establish additional cost reduction initiatives during 2016 to realize our target of reducing structural costs by $350 million through 2017. For 2016, we believe that those cost reductions in our transformation plan along with growth from Opteon™ and the benefits of our Altamira startup, will help us deliver full year Adjusted EBITDA above our 2015 performance. Along with a reduction in capital spending, we expect to generate modestly positive free cash flow during the year. Our outlook reflects our current visibility and expectations on market factors, such as currency movements, TiO 2 pricing, and end-market demand.

Liquidity and Capital Resources Prior to our spin-off on July 1, 2015, transfers of cash to and from DuPont’s cash management system were reflected in DuPont Company Net Investment in the historical Consolidated Balance Sheets, Statements of Cash Flows and Statements of Changes in DuPont Company Net Investment. DuPont funded our cash needs through the date of the separation. Chemours has a historical pattern of seasonality, with working capital use of cash in the first half of the year, and a working capital source of cash in the second half of the year. Chemours’ primary source of liquidity is cash generated from operations, available cash and borrowings under the debt financing arrangements as described below. We believe these sources are sufficient to fund our planned operations and to meet our interest, dividend and contractual obligations. Our financial policy seeks to deleverage by using free cash flow to repay outstanding borrowings, selectively invest for growth to enhance our portfolio including certain strategic capital investments, and return cash to shareholders through dividend payments. While we were a wholly-owned subsidiary of DuPont, our then-Board of Directors, consisting of DuPont employees, declared a dividend of an aggregate amount of $100 million for the third quarter of 2015, which was paid on September 11, 2015 to our stockholders of record as of August 3, 2015. On September 1, 2015, our independent Board of Directors declared a dividend of $0.03 per share, which was paid on December 14, 2015 to our stockholders of record on November 13, 2015. The separation agreements set forth a process to true-up cash and working capital transferred to us from DuPont at separation. In January 2016, Chemours and DuPont entered into an agreement, contingent upon the credit agreement amendment described herein, which provided for the

49 extinguishment of payment obligations of cash and working capital true-ups previously contemplated in the separation agreements. As a result, Chemours was not required to make any payments to DuPont, nor did DuPont make any payments to Chemours. In addition, the agreement set forth an advance payment of approximately $190 million, which was paid to Chemours in February 2016, for certain specified goods and services that Chemours expects to provide to DuPont over the next twelve to fifteen months under existing agreements with Chemours. Over the next 12 months, Chemours expects to have significant interest, capital expenditure and restructuring payments. We expect to fund these payments through cash generated from operations, asset dispositions, available cash and borrowings under the revolving credit facility. We anticipate that our operations and debt financing arrangements will provide sufficient liquidity over the next 12 months. The availability under our Revolving Credit Facility is subject to the last 12 months of our consolidated EBITDA as defined under the credit agreement.

Cash Flow The following table sets forth a summary of the net cash provided by (used for) operating, investing and financing activities. Year Ended December 31, (Dollars in millions) 2015 2014 2013 Cash provided by operating activities ...... $ 182 $ 505 $ 798 Cash used for investing activities ...... (497) (560) (424) Cash provided by (used for) financing activities . . . . 687 55 (374)

Cash Provided by Operating Activities Cash provided by operating activities decreased by $323 million for the year ended December 31, 2015 compared to the same period in 2014, due to lower earnings than the prior year, payments on restructuring activities and interest payments on our 2015 financing transactions. Cash provided by operating activities decreased by $293 million for the year ended December 31, 2014 compared with the same period in 2013, primarily due to increased payments of trade accounts payable for raw materials and lower earnings in 2014. The primary cause of the decrease was the timing of ore purchases with longer payment terms in the second half of 2013, which resulted in payments in early 2014. In addition, Chemours paid $72 million related to titanium dioxide antitrust litigation in 2014.

Cash Used for Investing Activities Cash used for investing activities decreased $63 million for the year ended December 31, 2015 compared to the same period in 2014, primarily as a result of a $85 million decrease in capital expenditures of which $80 million relates to the expansion of Titanium Technologies’ Altamira plant in Mexico and approximately $50 million from other on-going and expansion activities, partially offset by increase in separation-related capital expenditures of $45 million. In addition, we realized approximately $42 million of net gain from foreign exchange contract settlements entered into in 2015 after the separation and no similar realized gains or losses were incurred prior to the separation. The decreases in cash used for investing activities are partially offset by incremental investments made to our unconsolidated affiliate in China and lower sales proceeds due to lesser business and asset sale activities during 2015. Cash used for investing activities increased $136 million for 2014 compared to the same period in 2013 primarily due to the expansion of Titanium Technologies’ Altamira plant in Mexico. Capital expenditures relating to our Altamira expansion were $146 million, $227 million and $159 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Cash Provided by (Used for) Financing Activities Cash provided by financing activities increased by $632 million for the year ended December 31, 2015 compared to the same period in 2014, due primarily from the proceeds from our financing transactions

50 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The CHEMOURS COMPANY (Registrant)

Date: February 25, 2016 By: /s/ Mark E. Newman Mark E. Newman Senior Vice President and Chief Financial Officer (As Duly Authorized Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated: Signature Title(s) Date

/s/ Mark P.Vergnano President, Chief Executive Officer, and February 25, 2016 Mark P.Vergnano Director (Principal Executive Officer)

/s/ Mark E. Newman Senior Vice President and February 25, 2016 Mark E. Newman Chief Financial Officer (Principal Financial Officer)

/s/ Amy P.Trojanowski Vice President and Controller February 25, 2016 Amy P.Trojanowski (Principal Accounting Officer)

/s/ Richard H. Brown Chairman of the Board February 25, 2016 Richard H. Brown

/s/ Curtis V. Anastasio Director February 25, 2016 Curtis V. Anastasio

/s/ Bradley J. Bell Director February 25, 2016 Bradley J. Bell

/s/ Mary B. Cranston Director February 25, 2016 Mary B. Cranston

/s/ Curtis J. Crawford Director February 25, 2016 Curtis J. Crawford

/s/ Dawn L. Farrell Director February 25, 2016 Dawn L. Farrell

/s/ Stephen D. Newlin Director February 25, 2016 Stephen D. Newlin

70 EXHIBIT 22 View all Press Releases >

Chemours Completes Sale of Clean and Disinfect Business to LANXESS

September 01, 2016

WILMINGTON, Del., Sept. 1, 2016 /PRNewswire/ -- The Chemours Company (Chemours) (NYSE: CC), a global chemistry company with leading market positions in titanium technologies, fluoroproducts and chemical solutions, announced today that it completed the sale of its Clean and Disinfect business—part of its Chemical Solutions segment—to LANXESS for approximately $230 million in cash on August 31, 2016.

"Today's announcement is another illustration of the successful execution of our five-point transformation plan," said Mark Vergnano, Chemours president and CEO. "In just one year, we completed the sale of our aniline facility as well as the sale of our Sulfur Products and Clean and Disinfect businesses. These actions have generated approximately $695 million of total gross proceeds, reflecting a 10-to-12 times EBITDA multiple on those divestitures."

The Clean and Disinfect Business, with approximately $110 million in combined revenue, is a set of leading oxidation chemistry businesses focused on providing innovative cleaning and disinfection solutions for a wide range of industrial, consumer, animal and human health applications. The product portfolio is organized into three primary categories: Disinfectants, Oxone® and Chlorine Dioxide.

About The Chemours Company The Chemours Company (NYSE: CC) helps create a colorful, capable and cleaner world through the power of chemistry. Chemours is a global leader in titanium technologies, fluoroproducts and chemical solutions, providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. Chemours ingredients are found in plastics and coatings, refrigeration and air conditioning, mining and oil refining operations and general industrial manufacturing. Our flagship products include prominent brands such as Teflon™, Ti-Pure™, Krytox™, Viton™, Opteon™ and Nafion™. Chemours has approximately 8,000 employees across 35 manufacturing sites serving more than 5,000 customers in North America, Latin America, Asia-Pacific and Europe. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC. For more information please visit chemours.com or follow Chemours on Twitter at @chemours.

Forward-Looking Statements This press release contains forward-looking statements, which often may be identified by their use of words like "plans," "expects," "will," "believes," "intends," "estimates," "anticipates" or other words of similar meaning. These forward-looking statements address, among other things, our anticipated future operating and financial performance, business plans and prospects, transformation plans, resolution of environmental liabilities, litigation and other contingencies, plans to increase profitability, our ability to pay or the amount of any dividend, and target leverage that are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. The matters discussed in these forward-looking statements also are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements, as further described in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended December 31, 2015. Chemours undertakes no duty to update any forward-looking statements.

CONTACTS:

MEDIA: Cynthia Salitsky Global Communications Leader Fluoroproducts +1.302.773.4507 [email protected]

INVESTORS: Alisha Bellezza Treasurer & Director of Investor Relations +1.302.773.2263 [email protected] EXHIBIT 23 View all Press Releases >

The Chemours Company Reports Third Quarter 2016 Results; Significant Earnings and Margins Increases Driven by Progress on Transformation Plan and Improved Market Conditions

November 06, 2016

WILMINGTON, Del., Nov. 6, 2016 /PRNewswire/ --

Third Quarter 2016 Highlights

• Net Sales of $1.4 billion • Net Income of $204 million, or $1.11 per diluted share, including gain on asset sales of $169 million, impairment charges of $46 million, interest expense of $51 million and restructuring costs of $14 million • Adjusted EBITDA of $268 million • Adjusted Net Income of $112 million, or $0.61 per diluted share

Other Highlights

• Continued progress on all transformation plan objectives, including cost reductions, growth initiatives and portfolio rationalization • Improved cash from operating activities by ~$440 million year-to-date • Retired $315 million of long term debt through October 31, 2016 • Generated ~$685 million in gross proceeds from Chemical Solutions divestitures • Increased full-year Adjusted EBITDA outlook to be between $740 and $775 million based on a net income range of approximately $265 to $290 million

The Chemours Company (Chemours) (NYSE: CC), a global chemistry company with leading market positions in titanium technologies, fluoroproducts and chemical solutions, today announced financial results for the third quarter 2016.

Chemours President and CEO Mark Vergnano said, "We continue to make excellent progress on all aspects of our transformation plan, realizing an incremental $60 million of cost savings during the quarter. We are benefiting from the OpteonTM refrigerant ramp up and the expansion of our low-cost TiO2 capacity at Altamira, while at the same time, delivering our planned cost reductions." He continued, "We successfully completed the Chemical Solutions portfolio review during the quarter, generating substantial proceeds. And, in the quarter, our Titanium Technologies business benefited from more favorable market conditions, while the fluoropolymers market remained challenged. Transformation initiatives are pervasive throughout the company and our results speak for themselves."

Third quarter net sales were $1.4 billion, a decrease of 6 percent from $1.5 billion in the prior-year quarter, primarily due to the impact of divestitures. Third quarter net income was $204 million, or $1.11 per diluted share, versus net loss of $29 million, or ($0.16) per diluted share in the prior-year quarter. Adjusted EBITDA for the third quarter was $268 million versus $169 million in the prior-year quarter. Benefits from cost reductions, improved average prices in Titanium Technologies and improved profitability in Fluoroproducts was partially offset by the loss of Adjusted EBITDA from the asset sales within Chemical Solutions.

Sequentially, sales increased 1 percent to $1.4 billion in the third quarter. Third quarter net income was $222 million higher, or $1.21 per diluted share, versus the second quarter net loss of $18 million or ($0.10) per diluted share. The sales improvement was largely driven by higher seasonal volumes in Titanium Technologies and Fluoroproducts supplemented by higher TiO2 pricing. Third quarter Adjusted EBITDA increased $81 million from $187 million in the second quarter of 2016. Improved pricing in Titanium Technologies and OpteonTM refrigerant growth in Fluoroproducts were the primary drivers of the improved sequential performance, which were partially offset by unfavorable Corporate and Other expenses.

Titanium Technologies In the third quarter, Titanium Technologies segment sales were $625 million, a 1 percent increase versus the prior-year quarter. Improved year-over-year global average TiO2 pricing increased sales 2 percent which was partially offset by minimal currency headwinds. Year-over- year, TiO2 volume was higher in all regions outside of China. Segment Adjusted EBITDA was $144 million, an 80 percent increase over the prior-year quarter. The increase in Adjusted EBITDA was primarily due to the benefits of price increases, transformation plan cost savings, and operational efficiencies.

Sequentially, versus the second quarter of 2016, sales increased 5 percent and Adjusted EBITDA increased $33 million, or 30 percent. The increase in sales was due to slightly stronger volumes and a higher global average price increase of approximately 3 percent. A volume increase of 2 percent was the result of stronger demand primarily in Asia and Latin America. Higher Adjusted EBITDA was driven by the benefits of global average price increases, stronger volumes and better utilization resulting in lower costs.

Fluoroproducts Fluoroproducts segment sales in the third quarter were $591 million, an increase of 3 percent versus the prior-year quarter. A substantial increase in demand for Opteon™ refrigerants was mostly offset by government-imposed volume reductions of base refrigerants as well as competitive pricing pressure within fluoropolymers. Segment Adjusted EBITDA was $143 million, a 57 percent improvement versus the prior- year quarter. Increased contributions from Opteon™ refrigerants and transformation cost reductions were partially offset by unfavorable pricing and mix within our fluoropolymers product lines.

Sequentially, versus the second quarter of 2016, sales and Adjusted EBITDA increased 3 percent and 36 percent, respectively. The Opteon™ refrigerants ramp up and strong demand for certain fluoropolymers products more than offset regulatory-driven lower demand in base refrigerant sales. In addition to Opteon™ refrigerant growth, the increase in Adjusted EBITDA was primarily attributed to cost reductions.

Chemical Solutions In the third quarter, Chemical Solutions segment sales were $182 million, a 38 percent decline versus the prior-year quarter. Lower sales were driven by the divestitures of the Clean and Disinfect business, Sulfur Products and Beaumont Aniline facility, as well as reduced average prices based on contractual pass-through terms. Segment Adjusted EBITDA was $9 million, $1 million above the prior-year quarter, reflecting lower operating costs partially offset by the impacts of the divestitures.

Sequentially, sales decreased 15 percent versus the second quarter of 2016, while Adjusted EBITDA was $2 million lower driven primarily by portfolio changes completed in the current quarter.

In the third quarter, we completed the sales of Sulfur Products and the Clean and Disinfect business to Veolia and LANXESS, respectively, for combined proceeds of approximately $544 million. Also, consistent with the company's plan to streamline the portfolio and deliver cost savings in 2017, the company ceased production at the Niagara Reactive Metals facility at the end of September.

Corporate and Other Corporate and Other represented a negative $28 million of Adjusted EBITDA, an increase of $18 million versus the prior-year quarter. Higher expenses were primarily related to performance-related compensation adjustments and other miscellaneous expenses in the quarter. Versus the second quarter of 2016, Corporate and Other expenses declined $12 million largely due to timing of expenses.

The company realized a cash tax rate of approximately 16 percent in the quarter. For the full year 2016, the company expects its cash tax rate to be in the low-twenties on a percentage basis, taking into consideration the company's anticipated geographic mix of earnings and implications of all divestitures during the year.

Liquidity As of September 30, 2016, gross consolidated debt was $3.8 billion. Debt, net of cash, was $2.8 billion. In the quarter, the company retired approximately $115 million of its bonds. Cash balances were $957 million at September 30, 2016. In October 2016, the company retired an additional $107 million of its bonds, resulting in over $315 million of total long term debt retired year-to-date. As a result, the company expects to save approximately $19 million annually from lower interest obligations.

Improved inventory management along with the start of seasonal working capital unwind drove strong progress in working capital results and led to free cash flow of $132 million, up $124 million versus the previous-year quarter. Year-to-date working capital1 performance and free cash flow improved by $448 million and $601 million, respectively, versus the prior-year.

Outlook "We remain disciplined and focused on executing our Five-Point Transformation Plan," Vergnano commented. "We expect the TM transformation plan improvements, along with a stronger price environment for TiO2 and increased Opteon refrigerants adoption to continue to enhance earnings, despite loss of earnings from divestitures, base refrigerant sales timing and unfavorable Fluoropolymers mix. We now expect full-year 2016 Adjusted EBITDA to be between $740 million and $775 million. We are pleased with the progress we have made year-to-date, and believe we are in a stronger position as we move forward."

Conference Call As previously announced, Chemours will hold a conference call and webcast on Monday, November 7, 2016 at 8:30 AM EST. The webcast and additional presentation materials can be accessed by visiting the Events & Presentations page of Chemours' investor website, investors.chemours.com. A webcast replay of the conference call will be available on the Chemours' investor website.

About The Chemours Company The Chemours Company (NYSE: CC) helps create a colorful, capable and cleaner world through the power of chemistry. Chemours is a global leader in titanium technologies, fluoroproducts and chemical solutions, providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. Chemours ingredients are found in plastics and coatings, refrigeration and air conditioning, mining and oil refining operations and general industrial manufacturing. Our flagship products include prominent brands such as Teflon™, Ti-Pure™, Krytox™, Viton™, Opteon™ and Nafion™. Chemours has approximately 8,000 employees across 25 manufacturing sites serving more than 5,000 customers in North America, Latin America, Asia-Pacific and Europe. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC. For more information please visit chemours.com.

Non-GAAP Financial Measures We prepare our financial statements in accordance with Generally Accepted Accounting Principles ("GAAP"). Within this press release, we make reference to Adjusted Net Income (Loss), Adjusted Diluted Income (Loss) per share and Adjusted EBITDA and Free Cash Flow, which are non-GAAP financial measures. Free Cash Flow is defined as Cash from Operations minus cash used for PP&E purchases. The company includes these non-GAAP financial measures because management believes they are useful to investors in that they provide for greater transparency with respect to supplemental information used by management in its financial and operational decision making.

Management uses Adjusted Net Income (Loss), Adjusted Diluted Income (Loss) per share, Adjusted EBITDA and Free Cash Flow to evaluate the company's performance excluding the impact of certain non-cash charges and other special items which we expect to be infrequent in occurrence in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

Accordingly, the company believes 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 the company's 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. This analysis, as well as the other information in this press release, should be read in conjunction with the company's financial statements and footnotes contained in the documents that the company files with the U.S. Securities and Exchange Commission. The non-GAAP financial measures used by the company in this press release may be different from the methods used by other companies. For more information on the non-GAAP financial measures, please refer to the attached schedules or the table, "Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures" and materials posted to the website at investors.chemours.com.

Forward-Looking Statements This press release contains forward-looking statements, which often may be identified by their use of words like "plans," "expects," "will," "believes," "intends," "estimates," "anticipates" or other words of similar meaning. These forward-looking statements address, among other things, our anticipated future operating and financial performance, business plans and prospects, transformation plans, resolution of environmental liabilities, litigation and other contingencies, plans to increase profitability, our ability to pay or the amount of any dividend, and target leverage that are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. The matters discussed in these forward-looking statements also are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements, as further described in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended December 31, 2015. Chemours undertakes no duty to update any forward-looking statements.

CONTACT:

MEDIA: Alvenia Scarborough Director, Brand Marketing and Corporate Communications +1.302.773.4507 [email protected]

INVESTORS: Alisha Bellezza Treasurer and Director of Investor Relations +1.302.773.2263 [email protected] The Chemours Company Consolidated Statements of Operations (Unaudited) (Dollars in millions, except per share amounts)

Three months ended Nine months ended

September 30, September 30,

2016 2015 2016 2015

Net sales $ 1,398 $ 1,486 $ 4,078 $ 4,357

Cost of goods sold 1,056 1,222 3,267 3,615

Gross profit 342 264 811 742

Selling, general and administrative expense 148 157 454 481

Research and development expense 19 18 60 68

Restructuring and asset related charges, net 60 184 145 245

Goodwill impairment — 25 — 25

Total expenses 227 384 659 819

Equity in earnings of affiliates 9 7 17 18

Interest expense, net (51) (51) (157) (79)

Other income, net 161 57 250 71

Income (loss) before income taxes 234 (107) 262 (67)

Provision (benefit from) for income taxes 30 (78) 25 (63)

Net income (loss) 204 (29) 237 (4)

Less: Net income attributable to noncontrolling interests — — — —

Net income (loss) attributable to Chemours $ 204 $ (29) $ 237 $ (4)

Per share data

Basic earnings (loss) per share of common stock $ 1.12 $ (0.16) $ 1.31 $ (0.02)

Diluted earnings per share of common stock $ 1.11 $ (0.16) $ 1.30 $ (0.02)

Dividends per share of common stock $ 0.03 $ 0.03 $ 0.09 $ 0.58

The Chemours Company Consolidated Balance Sheets (Dollars in millions, except per share amounts) September 30, December 31, 2016 2015

(Unaudited)

Assets

Current assets:

Cash and cash equivalents $ 957 $ 366

Accounts and notes receivable - trade, net 881 859

Inventories 846 972

Prepaid expenses and other 73 104

Total current assets 2,757 2,301

Property, plant and equipment 8,218 9,015

Less: Accumulated depreciation (5,393) (5,838)

Net property, plant and equipment 2,825 3,177

Goodwill 153 166

Other intangible assets, net 18 10

Investments in affiliates 169 136

Other assets 367 508

Total assets $ 6,289 $ 6,298

Liabilities and equity

Current liabilities:

Accounts payable $ 835 $ 973

Short-term borrowings and current maturities of long-term debt 32 39

Other accrued liabilities 569 454

Total current liabilities 1,436 1,466

Long-term debt, net 3,713 3,915

Deferred income taxes 201 234

Other liabilities 558 553

Total liabilities 5,908 6,168

Commitments and contingent liabilities

Equity

Common stock (par value $0.01 per share; 810,000,000 shares authorized; 181,720,722 shares issued and outstanding as of September 30, 2016) 2 2 Additional paid in capital 781 775

Retained earnings (accumulated deficit) 117 (115)

Accumulated other comprehensive loss (523) (536)

Total Chemours stockholders' equity 377 126

Noncontrolling interests 4 4

Total equity 381 130

Total liabilities and equity $ 6,289 $ 6,298

The Chemours Company Consolidated Statements of Cash Flows (Unaudited) (Dollars in millions)

Nine months ended

September 30,

2016 2015

Operating activities

Net income (loss) $ 237 $ (4)

Adjustments to reconcile net income (loss) to cash used for operating activities:

Depreciation and amortization 212 201

Amortization of debt issuance costs and discount 15 5

Gain on sale of assets and business (258) —

Equity in earnings of affiliates (17) (18)

Deferred tax benefits (29) (86)

Asset related charges 109 191

Other operating charges and credits, net 33 17

(Increase) decrease in operating assets:

Accounts and notes receivable - trade, net (63) (250)

Inventories and other operating assets 113 (29)

Decrease in operating liabilities:

Accounts payable and other operating liabilities (28) (147)

Cash provided by (used for) operating activities 324 (120)

Investing activities

Purchases of property, plant and equipment (235) (392) Purchase of Intangible Assets —

Proceeds from sales of assets and business, net of cash transferred 707 8

Foreign exchange contract settlements (1) 61

Investment in affiliates (2) (32)

Cash provided by (used for) investing activities 469 (355)

Financing activities

Proceeds from issuance of debt, net — 3,490

Debt repayments (212) (6)

Deferred financing fees (2) (79)

Dividends paid (16) (100)

Cash provided at separation by DuPont — 247

Net transfers to DuPont — (2,857)

Cash (used for) provided by financing activities (230) 695

Effect of exchange rate changes on cash and cash equivalents 28 (5)

Increase in cash and cash equivalents 591 215

Cash and cash equivalents at beginning of period 366 —

Cash and cash equivalents at end of period $ 957 $ 215

Non-cash investing activities:

Change in property, plant and equipment included in accounts payable $ 9 $ (42)

The Chemours Company Segment Financial and Operating Data (Unaudited) (Dollars in millions)

Segment Net Sales Three months ended Three months ended Sequential

September 30, June 30, Increase / Increase / 2016 2015 (Decrease) 2016 (Decrease)

Titanium Technologies $ 625 $ 616 $ 9 $ 596 $ 29

Fluoroproducts 591 575 16 573 18

Chemical Solutions 182 295 (113) 214 (32) Net sales $ 1,398 $ 1,486 $ (88) $ 1,383 $ 15

Segment Adjusted EBITDA Three months ended Three months ended Sequential

September 30, June 30, Increase / Increase / 2016 2015 (Decrease) 2016 (Decrease)

Titanium Technologies $ 144 $ 80 $ 64 $ 111 $ 33

Fluoroproducts 143 91 52 105 38

Chemical Solutions 9 8 1 11 (2)

Corporate and Other (28) (10) (18) (40) 12

Total Adjusted EBITDA $ 268 $ 169 $ 99 $ 187 $ 81

Adjusted EBITDA Margin 19 % 11 % 14 %

Quarterly Change in Net Sales from September 30, 2015

September 30, Percentage change due to: 2016 Percentage Change vs Currency Portfolio / Net Sales 2015 Local Price Volume Effect Other

Total Company $ 1,398 (6)% (1)% —% —% (5)%

Titanium Technologies $ 625 1% 1% —% —% —%

Fluoroproducts $ 591 3% (2)% 5% —% —%

Chemical Solutions $ 182 (38)% (7)% (5)% —% (26)%

Quarterly Change in Net Sales from June 30, 2016

September 30, Percentage change due to: 2016 Percentage Change vs Currency Portfolio / Net Sales June 30, 2016 Local Price Volume Effect Other

Total Company $ 1,398 1% 1% 3% —% (3)%

Titanium Technologies $ 625 5% 3% 2% —% —%

Fluoroproducts $ 591 3% —% 3% —% —%

Chemical Solutions $ 182 (15)% (3)% 9% —% (21)% The Chemours Company Segment Financial and Operating Data (Unaudited) (Dollars in millions)

Segment Net Sales Nine months ended

September 30, Increase / 2016 2015 (Decrease)

Titanium Technologies $ 1,742 $ 1,803 $ (61)

Fluoroproducts 1,695 1,715 (20)

Chemical Solutions 641 839 (198)

Net sales $ 4,078 $ 4,357 $ (279)

Segment Adjusted EBITDA Nine months ended

September 30, Increase / 2016 2015 (Decrease)

Titanium Technologies $ 309 $ 264 $ 45

Fluoroproducts 333 220 113

Chemical Solutions 30 13 17

Corporate and Other (89) (56) (33)

Total Adjusted EBITDA $ 583 $ 441 $ 142

Adjusted EBITDA Margin 14 % 10 %

Year-to-date Change in Net Sales from September 30, 2015

Percentage change due to: 2016 Percentage Change vs Currency Portfolio / Net Sales 2015 Local Price Volume Effect Other

Total Company $ 4,078 (6)% (4)% 1% (1)% (2)%

Titanium Technologies $ 1,742 (3)% (6)% 3% —% —%

Fluoroproducts $ 1,695 (1)% —% 1% (2)% —%

Chemical Solutions $ 641 (24)% (8)% (4)% —% (12)% The Chemours Company Reconciliations of Non-GAAP Information (Unaudited)

GAAP Net Income (Loss) to Adjusted Net Income and Adjusted EBITDA Tabular Reconciliations (Dollars in millions)

Three months ended Nine months ended

September 30, June 30, September 30,

2016 2015 2016 2016 2015

Net income (loss) attributable to Chemours $ 204 $ (29) $ (18) $ 237 $ (4)

Non-operating pension and other postretirement employee benefit (income) costs (5) (10) (7) (19) 5

Exchange losses (gains) 17 (44) 14 37 (47)

Restructuring charges 14 139 9 41 200

Asset related charges1 46 70 63 109 70

(Gain) loss on sale of assets or business (169) — 1 (258) —

Transaction costs2 2 — 12 18 —

Legal and other charges3 5 — 13 24 —

(Benefit from) provision for income taxes relating to reconciling items4 (2) (53) (38) (16) (82)

Adjusted Net Income 112 73 49 173 142

Net income attributable to noncontrolling interests — — — — —

Interest expense, net 51 51 50 157 79

Depreciation and amortization 73 70 73 212 201

All remaining provision for (benefit from) income taxes4 32 (25) 15 41 19

Adjusted EBITDA $ 268 $ 169 $ 187 $ 583 $ 441

1 The three and nine months ended September 30, 2016 includes $46 million pre-tax asset impairment of our Pascagoula Aniline facility and other asset write-offs. The nine months ended September 30, 2016 also included $58 million pre-tax asset impairment in connection with the sale of the Sulfur business and other asset write-offs, which were recorded in the second quarter of 2016. The three and nine months ended September 30, 2015 includes $25 million of goodwill impairment and $45 asset impairment of the RMS facility. All of these charges are recorded in the Chemical Solutions segment.

2 Includes accounting, legal and bankers transaction fees incurred related to the Company's strategic initiatives, which includes pre-sale transaction costs incurred in connection with the sales of the C&D and Sulfur businesses.

3 Includes litigation settlements, water treatment accruals related to PFOA, and lease termination charges.

4 Total of provision for (benefit from) income taxes reconciles to the amount reported in the Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015. Adjusted Net Income diluted earnings per share is calculated using Adjusted Net Income divided by diluted weighted-average shares of common shares outstanding during each period, which includes unvested restricted shares. The table below shows a reconciliation of the numerator and denominator for basic and diluted earnings per share and adjusted earnings per share calculations for the periods indicated:

Three months ended Nine months ended

September 30, June 30, September 30,

2016 2015 2016 2016 2015

Numerator:

Net income $ 204 $ (29) $ (18) $ 237 $ (4)

Adjusted Net Income $ 112 $ 73 $ 49 $ 173 $ 142

Denominator:

Weighted-average number of common shares outstanding - Basic 181,596,161 180,968,049 181,477,672 181,452,194 180,968,049

Dilutive effect of the company's employee compensation plans 5 1,932,395 918,680 1,114,845 1,089,738 918,680

Weighted average number of common shares outstanding - Diluted 183,528,556 181,886,729 182,592,517 182,541,932 181,886,729

Earnings per share - basic $ 1.12 $ (0.16) $ (0.10) $ 1.31 $ (0.02)

Earnings per share - diluted5 $ 1.11 $ (0.16) $ (0.10) $ 1.30 $ (0.02)

Adjusted earnings per share – basic $ 0.62 $ 0.40 $ 0.27 $ 0.95 $ 0.78

Adjusted earnings per share - diluted5 $ 0.61 $ 0.40 $ 0.27 $ 0.95 $ 0.78

5 Diluted earnings (loss) per share is calculated using net income (loss) available to common shareholders divided by diluted weighted- average shares of common shares outstanding during each period, which includes unvested restricted shares. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect.

The Chemours Company Reconciliations of Non-GAAP Information (Unaudited)

Estimated Income Before Income Taxes and Estimated Adjusted EBITDA Tabular Reconciliations (Dollars in millions)

2016 Full Year Estimate

(Dollars in millions) Low High

Net income attributable to Chemours $ 265 $ 290 Non-operating pension and other postretirement employee benefit (income) costs (25) (20)

Exchange losses1 37 37

Restructuring charges 50 45

Asset related charges2 109 109

Gain on sale of assets or business2 (258) (258)

Transaction costs, legal and other charges2 42 42

Provision for income taxes relating to reconciling items3 (20) (20)

Adjusted pre-tax income 200 225

Net income attributable to noncontrolling interests — —

Interest expense, net 210 210

Depreciation and amortization 280 280

All remaining provision for income taxes3 50 60

Adjusted EBITDA $ 740 $ 775

1 The amount represents the year-to-date net exchange losses incurred in the nine months ended September 30, 2016. Full year actual results could differ from the current estimate. and therefore could also change our estimated income before income taxes. Forecasting the remeasurement impact of foreign currency exchange fluctuation is not practical without unreasonable effort.

2 At this time, we cannot estimate additional impairment, gain on sale, transaction costs and legal and other charges. Therefore, the amounts included are the same as the actual amounts reported in the nine months period ended September 30, 2016.

3 Provision for (benefit from) income taxes were estimated based upon current geographical mix of earnings. Actual provision for (benefit from) income tax could defer from current estimate.

GAAP Cash Flow to Free Cash Flow Tabular Reconciliations

Three months ended Nine months ended

September 30, June 30, September 30,

2016 2015 2016 2016 2015

Cash flow provided by (used for) operating activities $ 199 $ 113 $ 90 $ 324 $ (120)

Cash flow used for purchases of property, plant and equipment (67) (105) (79) (235) (392)

Free cash flows 4 $ 132 $ 8 $ 11 $ 89 $ (512)

4 Cash flows from operating activities for the nine months ended September 30, 2016 include the DuPont prepayments outstanding balance of approximately $93 million. Excluding the DuPont prepayment, free cash flows for the nine months ended September 30, 2016 would have been negative $4 million.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/the-chemours-company-reports-third-quarter- 2016-results-significant-earnings-and-margins-increases-driven-by-progress-on-transformation-plan-and-improved-market-conditions- 300358103.html

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Unsubscribe & RSS [email protected] EXHIBIT 24 The Chemours Company 2018 Annual Report 2018 A Confluence of Solid Performance, Responsible Investments, and a Commitment to the Greater Good

Chemours Stakeholders, Nearly four years into our journey, we are poised for responsible growth—growth that delivers shareholder returns while we invest in our future. Responsible growth requires a steady hand at the helm; an understanding of shifting market dynamics; and a workforce that each day brings rigor, a nimble bias for action, and unwavering dedication to meeting the ever-increasing demands of our customers and, increasingly, the communities in which we operate. In that regard, 2018 was a great year for The Chemours Company. We made great strides, shaping and nurturing the corporate culture we need to attract and retain world-class talent. We made strategic investments to strengthen our position in the increasingly important refrigerants market. And we announced 10 ambitious corporate responsibility and sustainability goals we intend to achieve by 2030, which are the foundation of our commitment as a company to our shared planet, our inspired people, and our evolving portfolio. It was a strong year by any measure. Here are some highlights:

Strong Financials their hockey rinks, expanding the reach and visibility of • In 2018, we achieved net sales of $6.6 billion, up 7% year our growing fluoroproducts business. over year; net income of $995 million, up 33% year over Social Responsibility year; and adjusted* earnings per share of $5.67, up 48% • In September, we published our first Corporate year over year. Responsibility Commitment report, which sets forth • We achieved adjusted* EBITDA of $1.7 billion, a 22% 10 aggressive, measurable, and industry-leading increase from 2017. targets for reducing our environmental emissions, increasing our workplace diversity, and strengthening • We returned approximately $790 million to our our relationships with our neighbors in the communities shareholders in the form of share repurchases and where we live and work. dividends this year, and in August we increased our • We’re enhancing our portfolio to deliver innovative quarterly cash dividend by 47%, from 17 cents per solutions to meet growing market needs and enable share to 25 cents per share. us to make specific contributions to the 2030 United Nations Sustainable Development Goals (UNSDGs). Sustainable Growth That means supplying the materials that help engines • We completed construction of our new $300 million plant become more fuel efficient, providing coatings that in Corpus Christi, Texas, which will triple our company’s help keep cities cool, inventing new refrigerants Opteon™ production capacity. that don’t harm the ozone layer or warm the planet, • We launched a new customer partnership model—Ti-Pure™ and enabling new technology such as 5G communications Value Stabilization (TVS)—intended to empower titanium and the Internet of Things to better connect to dioxide customers by giving them greater control over the world. long-term business planning and success. Today, our business stands atop a strong balance sheet made possible by enduring relationships with a growing • In April, we acquired ICOR International, a leading supplier list of customers and a portfolio of products to meet the of refrigerants for HVAC applications in North America. needs of the world. As we look ahead, of this you can be • We announced a partnership with the National Hockey sure: at Chemours, we remain relentless in our search for League, whose Greener Rinks Initiative™ is using our new, value creation for our shareholders, our customers, our environmentally friendly Opteon™ refrigerants to cool employees, and our communities.

Thank you for your confidence in us as we take this journey together. Best regards,

Richard H. Brown Mark P. Vergnano Chairman of the Board President & Chief Executive Officer Financial Performance Highlights +45% Compound Annual Growth Rate

$1,740M $1,422M

$822M $573M

2015** 2016 2017 2018

Adjusted* EBITDA

$6.64B $995M $5.67 Net sales, Net income, Adjusted* earnings per share , up 7% from 2017 up 33% from 2017 up 48% from 2017

$1.74B ~$790M Adjusted* EBITDA , Returned to shareholders up 22% from 2017 in 2018 via share repurchases and dividends

* See the definitions and reconciliations of all non–Generally Accepted Accounting Principles (GAAP) financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP starting on page 56 of the Form 10-K. Forward-looking statements are subject to risk, uncertainties, and assumptions, all of which are described in our public filings. **2015 numbers include EBITDA calculated before and after we became an independent company.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36794 The Chemours Company (Exact Name of Registrant as Specified in Its Charter)

Delaware 46-4845564 (State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1007 Market Street, Wilmington, Delaware 19899 (Address of Principal Executive Offices) Registrant’s Telephone Number: (302) 773-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Exchange on Which Registered Common Stock ($.01 par value) New York Stock Exchange Securities are registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 Yes No 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. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant Yes No 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). Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

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 Act). Yes No The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $7.8 billion. As of February 11, 2019, 167,037,003 shares of the company’s common stock, $0.01 par value, were outstanding. Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to its 2019 annual meeting of shareholders (the “2019 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2019 Proxy Statement will be filed with the U. S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. The Chemours Company

TABLE OF CONTENTS

Page Part I Item 1. Business 3 Item 1A. Risk Factors 11 Item 1B. Unresolved Staff Comments 25 Item 2. Properties 26 Item 3. Legal Proceedings 27 Item 4. Mine Safety Disclosures 28 Executive Officers of the Registrant 29 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 31 Item 6. Selected Historical Consolidated Financial Data 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8. Financial Statements and Supplementary Data 60 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 60 Item 9A. Controls and Procedures 60 Item 9B. Other Information 60 Part III Item 10. Directors, Executive Officers, and Corporate Governance 61 Item 11. Executive Compensation 61 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 Item 13. Certain Relationships and Related Transactions, and Director Independence 61 Item 14. Principal Accounting Fees and Services 61 Part IV Item 15. Exhibits, Financial Statement Schedules 62 Item 16. Form 10-K Summary 62 Signatures 66

1 The Chemours Company

PART I

Item 1. BUSINESS

Overview

The Chemours Company (herein referred to as “us,” “we,” or “our”) is 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 (“TiO 2”) pigment. We manage and report our operating results through three reportable segments: Fluoroproducts, Chemical Solutions, and Titanium Technologies. The Fluoroproducts segment is a leading, global provider of fluoroproducts, including refrigerants and industrial fluoropolymer resins. The Chemical Solutions segment is a leading, North American provider of industrial chemicals used in gold production, industrial, and consumer applications. The Titanium Technologies segment is a leading, global provider of TiO 2 pigment, a premium white pigment used to deliver whiteness, brightness, opacity, and protection in a variety of applications.

We operate 28 major production facilities located in nine countries and serve approximately 3,700 customers across a wide range of end-markets in over 120 countries.

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.

We also have a forward-looking Corporate Responsibility commitment, which 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 will drive sustainable, long-term earnings growth.

Many of our commercial and industrial relationships span decades. Our customer base includes a diverse set of companies, many of which are leaders in their respective industries. Our sales are not materially dependent on any single customer. As of December 31, 2018, no one individual customer represented more than 10% of our consolidated net sales, and one individual customer balance represented approximately 8% of our total outstanding accounts and notes receivable balance.

Corporate History

We began operating as an independent company on July 1, 2015 (the “Separation Date”) after separating from E.I. du Pont de Nemours and Company (“DuPont”) (the “Separation”). The Separation was completed pursuant to a separation agreement and other agreements with DuPont, including an employee matters agreement, a tax matters agreement, a transition services agreement, and an intellectual property cross-license agreement. These agreements govern the relationship between us and DuPont following the Separation and provided for the allocation of various assets, liabilities, rights, and obligations at the Separation Date. On August 31, 2017, DuPont completed a merger with The Dow Chemical Company (“Dow”), pursuant to which, Dow and DuPont became subsidiaries of DowDuPont, Inc. with the intent to form three independent, publicly-traded companies. At this time, the agreements related to our Separation remain between us and DuPont.

3 The Chemours Company

Item 1A. RISK FACTORS

Our operations could be affected by various risks, many of which are beyond our control. Based on current information, we believe that the following identifies the most significant risk factors that could affect our business, results of operations, or financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. See our “Forward-looking Statements” for more details.

Risks Related to Our Business

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

We face risks arising from various unasserted and asserted legal claims, investigations and litigation matters, such as product liability claims, patent infringement claims, antitrust claims, and claims for third-party property damage or personal injury stemming from alleged environmental actions (which may concern regulated or unregulated substances) or other torts, including, as discussed below, litigation related to the production and use of “PFOA” (collectively, perfluorooctanoic acids and its salts, including the ammonium salt) by DuPont prior to the Separation. We do not, and have never, manufactured PFOA. We have also received inquiries, investigations, and litigation related to hexafluoropropylene oxide dimer acid (“HFPO Dimer Acid,” sometimes referred to as “GenX” or “C3 Dimer”) and other compounds. We have noted a nationwide trend in purported class actions against chemical manufacturers generally seeking relief such as medical monitoring, property damages, off-site remediation, and punitive damages arising from alleged environmental actions (which may concern regulated or unregulated substances) or other torts without claiming present personal injuries. We also have noted a trend in public and private nuisance suits being filed on behalf of states, counties, cities, and utilities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement, or change in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on us. An adverse outcome in any one or more of these matters could be material to our financial results, and could adversely impact the value of any of our brands that are associated with any such matters. As discussed in more detail in “Note 21 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements , a number of additional PFOA lawsuits have been filed since the “MDL Settlement” that are not covered by the settlement and/or not part of the class action captioned Leach v. DuPont, and additional lawsuits may be filed in the future. In addition, we have received governmental inquiries, and we and DuPont have been named in multiple lawsuits, relating to HFPO Dimer Acid and/or other perfluorinated or polyfluorinated compounds. See the discussion under “Note 21 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements for more detail. These or other governmental inquiries or lawsuits could lead to our incurring liability for damages or other costs, a criminal or civil proceeding, the imposition of fines and penalties, and/or other remedies, as well as restrictions on or added costs for our business operations going forward, including in the form of restrictions on discharges at our Fayetteville, North Carolina facility or otherwise. Additional lawsuits or inquiries also could be instituted related to these compounds in the future. Accordingly, the existing lawsuits and inquiries, and any such additional litigation, relating to our existing operations, PFOA, HFPO Dimer Acid, other perfluorinated and polyfluorinated compounds, or other compounds associated with our products or operations, could result in us incurring additional costs and liabilities, which may be material to our financial results.

In the ordinary course of business, we may make certain commitments, including representations, warranties, and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Additionally, we are required to indemnify DuPont with regard to liabilities allocated to, or assumed by us under each of the separation agreement, the employee matters agreement, the tax matters agreement, and the intellectual property cross-license agreement that were executed prior to the Separation. These indemnification obligations to date have included defense costs associated with certain litigation matters as well as certain damages awards, settlements, and penalties. On August 24, 2017, we and DuPont entered into an amendment to the separation agreement concerning future PFOA litigation and costs not covered by the MDL Settlement as detailed in “Note 21 – Commitments and Contingent Liabilities” to the Consolidated Financial Statements . Future PFOA-related costs and settlements could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our results of operations. In addition, in the event that DuPont seeks indemnification for adverse trial rulings or outcomes, these indemnification claims could materially adversely affect our financial condition. Disputes with DuPont and others which may arise with respect to indemnification matters including disputes based on matters of law or contract interpretation, could materially adversely affect us.

11 The Chemours Company

SIGNATURES

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

THE CHEMOURS COMPANY (Registrant)

Date: February 15, 2019

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

Signature Title(s) Date /s/ Mark P. Vergnano President, Chief Executive Officer, and February 15, 2019 Mark P. Vergnano Director (Principal Executive Officer) /s/ Mark E. Newman Senior Vice President and February 15, 2019 Mark E. Newman Chief Financial Officer (Principal Financial Officer) /s/ Amy P. Trojanowski Vice President and Controller February 15, 2019 Amy P. Trojanowski (Principal Accounting Officer) /s/ Richard H. Brown Chairman of the Board February 15, 2019 Richard H. Brown /s/ Curtis V. Anastasio Director February 15, 2019 Curtis V. Anastasio /s/ Bradley J. Bell Director February 15, 2019 Bradley J. Bell /s/ Mary B. Cranston Director February 15, 2019 Mary B. Cranston /s/ Curtis J. Crawford Director February 15, 2019 Curtis J. Crawford /s/ Dawn L. Farrell Director February 15, 2019 Dawn L. Farrell /s/ Sean D. Keohane Director February 15, 2019 Sean D. Keohane

66 EXHIBIT 25