Open the filing on EDGARThe Chemours Company Reports Third Quarter 2025 Results
Wilmington, Del., November 6, 2025 - The Chemours Company (“Chemours” or “the Company”) (NYSE: CC), a global chemistry company with leading market positions in Thermal & Specialized Solutions (“TSS”), Titanium Technologies (“TT”), and Advanced Performance Materials (“APM”), today announced its financial results for the third quarter 2025.
Key Third Quarter 2025 Results & Highlights
Net Sales of $1.5 billion were flat compared to the corresponding prior-year quarter, with TSS continuing strong year-over-year growth of 80% in Opteon™ Refrigerants
Net Income attributable to Chemours of $60 million, or $0.40 per diluted share, compared with Net Loss attributable to Chemours of $32 million, or $(0.22) per diluted share, in the corresponding prior-year quarter
Adjusted Net Income of $30 million, or $0.20 per diluted share, compared to $61 million, or $0.40 per diluted share, in the corresponding prior-year quarter
Adjusted EBITDA of $195 million compared to $202 million in the corresponding prior-year quarter
Communicated a global TiO2 price increase which becomes effective December 1, 2025
Announced the successful qualification of Chemours’ two-phase immersion cooling fluid with Samsung Electronics
Strategic agreement with SRF Limited in India to support market needs for essential applications
“Our consolidated results exceeded our expectations for the quarter, driven by continued strong demand for Opteon™ products, paired with a focus on enhancing operational excellence, driving stability in our operations to resolve disruptions, and ensure improved performance going forward,” said Denise Dignam, Chemours President and CEO. “While the broader macroeconomic environments we participate in continue to remain weak, we are focused on our strategic pillar execution where we continue to make notable progress.”
Total Chemours
| Q3 2025 | Q3 2024 | Y-o-Y % ∆ | Q2 2025 | Q-o-Q % ∆ |
|---|
| Net Sales (millions) | $1,495 | $1,508 | (1)% | $1,615 | (7)% |
| Net Income (Loss) (millions) | $60 | ($32) | 288% | ($381) | 116% |
| EPS | $0.40 | ($0.22) | 282% | ($2.54) | 116% |
| Adjusted EBITDA (millions) | $195 | $202 | (3)% | $253 | (23)% |
Third quarter 2025 Net Sales were $1.5 billion, flat compared to the prior-year quarter. Net Sales were primarily driven by a 3% decrease in volume, a 1% increase in price, and a 1% currency tailwind. The decrease in volumes was primarily driven by operational impacts related to the now resolved outage at APM’s Washington Works site, combined with demand weakness in industrial end markets, partially offset by the continued strength in TSS volumes driven by demand for Opteon™ Refrigerants.
As previously disclosed in the first quarter of 2025, certain prior period amounts have been revised to correct for certain immaterial errors as further described in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025.
Non-GAAP measures, including Adjusted Net Income, Adjusted EPS and Adjusted EBITDA referred to throughout, principally exclude the impact of recent litigation settlements for legacy environmental matters and associated fees, in addition to other unallocated items - please refer to the attached "Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)”.
Adjusted EBITDA excludes net income attributable to noncontrolling interests, net interest expense, depreciation and amortization, and all remaining provision for income taxes from Adjusted Net Income. See the corresponding reconciliation referenced in footnote #2.
Third quarter 2025 Net Income attributable to Chemours was $60 million, or $0.40 per diluted share, compared to Net Loss attributable to Chemours of $32 million, or $0.22 per diluted share in the prior-year quarter primarily driven by higher restructuring costs and a goodwill impairment charge in 2024. Adjusted EBITDA for the third quarter of 2025 was $195 million, compared to $202 million in the prior-year. The decrease in Adjusted EBITDA was primarily driven by increased costs due to now resolved operational disruptions in the TT business and the previously referenced APM outage above, partially offset by strong TSS performance.
Thermal & Specialized Solutions
| Q3 2025 | Q3 2024 | Y-o-Y % ∆ | Q2 2025 | Q-o-Q % ∆ |
|---|
| Net Sales (millions) | $560 | $468 | 20% | $597 | (6)% |
| Opteon™Refrigerants | $368 | $205 | 80% | $375 | (2)% |
| Freon™Refrigerants | $94 | $146 | (36)% | $123 | (24)% |
| Foam, Propellants & Other (FP&O) | $98 | $117 | (16)% | $99 | (1)% |
| Adjusted EBITDA (millions) | $194 | $139 | 40% | $207 | (6)% |
| Adjusted EBITDA Margin | 35% | 30% | 5 ppts | 35% | 0 ppts |
TSS segment third quarter 2025 Net Sales were $560 million, a 20% increase compared to the third quarter 2024. The Net Sales growth was primarily driven by a volume increase of 8% and a price increase of 11%, while currency acted as a 1% tailwind. Volume growth was driven by stronger demand for Opteon™ Refrigerant blends in connection with the stationary air conditioning (“AC”) transition under the U.S. AIM Act, partially offset by lower volumes for Freon™ Refrigerant products under this regulatory transition. The increase in pricing was primarily attributed to stronger Opteon™ Refrigerant aftermarket demand.
TSS segment third quarter 2025 Adjusted EBITDA increased 40% to $194 million compared to the prior-year quarter, while Adjusted EBITDA Margin also increased five percentage points to 35%. This increase was driven primarily by the previously mentioned increases in volume and price as a result of increased demand for Opteon™ Refrigerant blends in connection with the stationary AC regulatory transition, partially offset by input cost increases driven by R32 paired with one-time costs associated with liquid cooling product development.
On a sequential basis, Net Sales decreased by 6%, driven by a volume decrease of 11% and a price increase of 4%, with favorable currency movements adding a 1% tailwind. Overall, the volume decrease and price increase were primarily related to typical seasonal trends across refrigerant products paired with stronger Opteon™ Refrigerant blends aftermarket pricing in connection with the stationary AC transition under the U.S. AIM Act.
Titanium Technologies
| Q3 2025 | Q3 2024 | Y-o-Y % ∆ | Q2 2025 | Q-o-Q % ∆ |
|---|
| Net Sales (millions) | $612 | $672 | (9)% | $657 | (7)% |
| Adjusted EBITDA (millions) | $25 | $78 | (68)% | $47 | (47)% |
| Adjusted EBITDA Margin | 4% | 12% | (8) ppts | 7% | (3) ppts |
TT segment third quarter 2025 Net Sales were $612 million, a 9% decrease compared to the third quarter 2024. This decrease was primarily driven by an 8% decrease in price globally, partially offset by favorable currency movements adding a slight 1% tailwind. Volumes showed a 2% decrease globally as the overall TiO2 market continues to remain challenged.
TT segment third quarter 2025 Adjusted EBITDA decreased 68% to $25 million compared to the prior-year quarter, while Adjusted EBITDA Margin decreased eight percentage points to 4%. The decline was primarily driven by the previously mentioned decrease in price paired with operational disruption costs of approximately $11 million.
On a sequential basis, TT segment third quarter 2025 Net Sales decreased 7%, driven by a 4% decrease in volume driven by seasonality in western markets paired with continued weaker market conditions, as well as a 4% decrease in price reflecting weaker pricing in non-western markets while western markets remained stable. Favorable currency movements added a 1% tailwind to segment net sales.
Advanced Performance Materials
| Q3 2025 | Q3 2024 | Y-o-Y % ∆ | Q2 2025 | Q-o-Q % ∆ |
|---|
| Net Sales (millions) | $311 | $354 | (12)% | $346 | (10)% |
| Advanced Materials | $190 | $214 | (11)% | $214 | (11)% |
| Performance Solutions | $121 | $140 | (14)% | $132 | (8)% |
| Adjusted EBITDA (millions) | $14 | $38 | (63)% | $50 | (72)% |
| Adjusted EBITDA Margin | 5% | 11% | (6) ppt | 14% | (9) ppts |
APM segment third quarter 2025 Net Sales of $311 million, a 12% decrease compared to the prior-year quarter. A 15% decrease in volume was partially offset by slight price and currency tailwinds. The decrease in volume was primarily driven by operational impacts related to the now resolved outage at the Washington Works site.
APM segment third quarter 2025 Adjusted EBITDA decreased 63% to $14 million compared to the prior-year quarter, while Adjusted EBITDA Margin decreased six percentage points to 5%. The decrease was primarily due to the previously mentioned volume impact and outage-related costs approximating $20 million, partially offset by favorable pricing and currency.
On a sequential basis, APM segment third quarter 2025 Net Sales decreased by 10%, driven by a 12% decrease in volume reflecting impacts from the referenced plant outage and the final closure of our SPS Capstone™ product line completed during the quarter. This decrease in volume was partially offset by favorable pricing of 1% and currency movements adding an additional 1%.
Other Non-Reportable Segment
The Performance Chemicals and Intermediates business in the Company’s Other Non-Reportable Segment had Net Sales and Adjusted EBITDA for the third quarter 2025 of $12 million and $2 million, respectively.
Corporate Expenses
Corporate Expenses were a $38 million offset to Adjusted EBITDA in the third quarter 2025, a decrease of $15 million compared to the prior-year quarter. This was primarily due to lower costs associated with litigation activities including credits in the third quarter related to the timing of third-party legal expense recognition.
Liquidity and Capital Allocation
As of September 30, 2025, consolidated gross debt was $4.2 billion. Debt, net of $613 million in unrestricted cash and cash equivalents, was $3.6 billion, resulting in a net leverage ratio of approximately 4.6x on a trailing twelve-month Adjusted EBITDA basis. Total liquidity was $1.6 billion, comprised of $613 million in unrestrictedcash and cash equivalents and $953 million of revolving credit facility capacity, net of outstanding letters of credit.
Cash provided by operating activities for the third quarter of 2025 was $146 million, compared to $139 million in the prior-year quarter.
Capital expenditures for the third quarter of 2025 amounted to $41 million, a decrease in spend compared to $76 million in the prior-year quarter, driven by lower capital expenditures in APM and TSS.
Free Cash Flow for the third quarter of 2025 reflected a positive $105 million, reflecting Free Cash Flow Conversion of 54%. During the quarter, the Company paid $13 million in dividends to shareholders.
Fourth Quarter 2025 Outlook
In the fourth quarter, the Company anticipates consolidated Net Sales to decrease 10-15% sequentially given seasonal impacts, with consolidated Adjusted EBITDA expected to range between $130 million and $160 million. Corporate Expenses, as an offset to Adjusted EBITDA, are expected to approximate $40 million to $45 million. The Company also anticipates capital expenditures to be in the range of $50 million, with Free Cash Flow Conversion to be between 50%-70%.
TSS expects a sequential Net Sales decrease in the high-teens to low-twenties percentage range, driven by overall traditional refrigerant seasonality with continued double-digit Opteon™ growth anticipated to more than offset Freon™ declines year-over-year. Adjusted EBITDA is expected to be between $125 million and $140 million, primarily driven by the previously referenced seasonality.
TT expects a sequential Net Sales decrease in the high single-digits to low-teens percentage range, driven by seasonality and regional sales mix. Adjusted EBITDA is expected to be between $15 million and $20 million, driven by adjustments to production volumes in response to near-term demand signals. This change in production is expected to result in a $25 million cost impact to TT's Adjusted EBITDA in the fourth quarter, offsetting sequential benefits for improved operations and cost reductions, but will improve TT's cash generation.
APM expects a sequential Net Sales decrease in the low single-digit percentage range, driven by market weakness in its industrial end markets. Adjusted EBITDA for APM is expected to be between $30 million and $40 million, driven by a return to normal operations at the Washington Works U.S. site.
Third quarter 2025 consolidated Adjusted EBITDA also reflects additional unallocated costs of $2 million. These costs are reflected in consolidated Adjusted EBITDA results only.
Restricted cash approximated $52 million of the end of the third quarter of 2025, reflecting escrow payments Chemours has made related to the MOU agreement with DuPont, Corteva and EID as further described in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025.
Conference Call
As previously announced, Chemours will hold a conference call and webcast on November 7, 2025, at 8:00 AM Eastern Time. The webcast and 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 Chemours’ investor website.
About The Chemours Company
The Chemours Company (NYSE: CC) is a global leader in providing industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and advanced electronics, general industrial, and oil and gas. Through our three businesses - Thermal & Specialized Solutions, Titanium Technologies, and Advanced Performance Materials - we deliver application expertise and chemistry-based innovations that solve customers’ biggest challenges. Our flagship products are sold under prominent brands such as Opteon™, Freon™, Ti-Pure™, Nafion™, Teflon™, Viton™, and Krytox™. Headquartered in Wilmington, Delaware and listed on the NYSE under the symbol CC, Chemours has approximately 6,000 employees and 28 manufacturing sites and serves approximately 2,500 customers in approximately 110 countries. For more information, visit chemours.com or follow us on LinkedIn.
Non-GAAP Financial Measures
We prepare our financial statements in accordance with Generally Accepted Accounting Principles (GAAP). Within this press release, we may make reference to Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, Free Cash Flows, Free Cash Flows Conversion, Total Debt Principal, Net and Net Leverage Ratio which are non-GAAP financial measures. 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, Adjusted EPS and Adjusted EBITDA, which adjust for (i) certain non-cash items, (ii) certain items we believe are not indicative of ongoing operating performance or (iii) certain nonrecurring, unusual or infrequent items to evaluate the Company's performance in order to have comparable financial results to analyze changes in our underlying business from period to period. Additionally, Free Cash Flows, Free Cash Flows Conversion, Total Debt Principal, Net and Net Leverage Ratio are utilized as liquidity measures to assess the cash generation of our businesses and on-going liquidity position.
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. The Company does not provide a reconciliation of certain forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures on a forward-looking basis because it is unable to predict with reasonable certainty the ultimate outcome of unusual gains and losses, potential future asset impairments and pending litigation without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For more information on the non-GAAP financial measures, please refer to the attached schedules or the table, "Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)" and materials posted to the Company's website at investors.chemours.com.
Forward-Looking Statements
Forward-looking statements notice
This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," "will," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, guidance on Company and segment performance for the second quarter of 2025, the full year 2025 and the Company’s refreshed corporate strategy. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized, such as guidance relying on models based upon management assumptions regarding future events that are inherently uncertain. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties including the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, our ability to maintain an effective internal control over financial reporting and disclosure controls and procedures, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, changes in regulations in the US or other jurisdictions that could impose tariffs or additional costs on products we either sell or need to purchase, anticipated future operating and financial performance for our segments individually and our company as a whole, business plans, prospects, targets, goals and commitments, capital investments and projects and target capital expenditures, efforts to resolve outstanding or potential litigation, including claims related to legacy PFAS liabilities, plans for dividends, sufficiency or longevity of intellectual property protection, cost reductions or savings targets, plans to increase profitability and growth, our ability to develop and commercialize new products or technologies and obtain necessary regulatory approvals, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These statements also may involve risks and uncertainties that are beyond Chemours' control. Matters outside our control, including general economic conditions, geopolitical conditions, changes in laws and regulations in the U.S. or other jurisdictions in which we operate, and global health events and weather events, have affected or may affect our business and operations and may or may continue to hinder our ability to provide goods and services to customers, cause disruptions in our supply chains such as through strikes, labor disruptions or other events, adversely affect our business partners, significantly reduce the demand for our products, adversely affect the health and welfare of our personnel or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and in our Annual Report on Form 10-K for the year ended December 31, 2024. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.
The Chemours Company
Consolidated Statements of Operations (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, |
|---|
| 2025 | 2024 | 2025 | 2024 |
|---|
| Net sales | $1,495 | $1,508 | $4,478 | $4,423 |
| Cost of goods sold | 1,262 | 1,222 | 3,732 | 3,546 |
| Gross profit | 233 | 286 | 746 | 877 |
| Selling, general, and administrative expense | 109 | 137 | 669 | 428 |
| Research and development expense | 26 | 29 | 81 | 83 |
| Restructuring, asset-related, and other charges | 4 | 45 | 55 | 52 |
| Goodwill impairment charge | - | 56 | - | 56 |
| Total other operating expenses | 139 | 267 | 805 | 619 |
| Equity in earnings of affiliates | 9 | 11 | 27 | 34 |
| Interest expense, net | (68) | (68) | (201) | (196) |
| Other income, net | 16 | 6 | 23 | 10 |
| Income (loss) before income taxes | 51 | (32) | (210) | 106 |
| (Benefit from) provision for income taxes | (9) | - | 114 | 25 |
| Net income (loss) | 60 | (32) | (324) | 81 |
| Less: Net income attributable to non-controlling interests | - | - | 1 | - |
| Net income (loss) attributable to Chemours | $60 | $(32) | $(325) | $81 |
| Per share data | | | | |
| Basic earnings (loss) per share of common stock | $0.40 | $(0.22) | $(2.16) | $0.54 |
| Diluted earnings (loss) per share of common stock | $0.40 | $(0.22) | $(2.16) | $0.54 |
The Chemours Company
Consolidated Balance Sheets (Unaudited)
| September 30, 2025 | December 31, 2024 |
|---|
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | $613 | $713 |
| Accounts and notes receivable, net | 947 | 770 |
| Inventories | 1,547 | 1,463 |
| Prepaid expenses and other | 78 | 71 |
| Assets held for sale | 22 | - |
| Total current assets | 3,207 | 3,017 |
| Property, plant, and equipment | 9,833 | 9,572 |
| Less: Accumulated depreciation | (6,743) | (6,389) |
| Property, plant, and equipment, net | 3,090 | 3,183 |
| Operating lease right-of-use assets | 281 | 258 |
| Goodwill | 46 | 46 |
| Other intangible assets, net | 2 | 3 |
| Investments in affiliates | 180 | 152 |
| Restricted cash and restricted cash equivalents | 52 | 50 |
| Other assets | 712 | 804 |
| Total assets | $7,570 | $7,513 |
| Liabilities | | |
| Current liabilities: | | |
| Accounts payable | $1,035 | $1,156 |
| Compensation and other employee-related cost | 97 | 99 |
| Short-term and current maturities of long-term debt | 52 | 54 |
| Current environmental remediation | 107 | 115 |
| Other accrued liabilities | 589 | 393 |
| Total current liabilities | 1,880 | 1,817 |
| Long-term debt, net | 4,098 | 4,054 |
| Operating lease liabilities | 203 | 194 |
| Long-term environmental remediation | 502 | 456 |
| Deferred income taxes | 18 | 35 |
| Other liabilities | 569 | 369 |
| Total liabilities | 7,270 | 6,925 |
| Commitments and contingent liabilities | | |
| Equity | | |
| Common stock (par value $0.01 per share; 810,000,000 shares authorized; 198,718,745 shares issued and 149,871,866 shares outstanding at September 30, 2025; 198,300,033 shares issued and 149,428,431 shares outstanding at December 31, 2024) | 2 | 2 |
| Treasury stock, at cost (48,846,879 shares at September 30, 2025 and 48,871,602 at December 31, 2024) | (1,803) | (1,804) |
| Additional paid-in capital | 1,071 | 1,055 |
| Retained earnings | 1,312 | 1,701 |
| Accumulated other comprehensive loss | (284) | (367) |
| Total Chemours stockholders’ equity | 298 | 587 |
| Non-controlling interests | 2 | 1 |
| Total equity | 300 | 588 |
| Total liabilities and equity | $7,570 | $7,513 |
The Chemours Company
Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended September 30, |
|---|
| 2025 | 2024 |
|---|
| Cash flows from operating activities | | |
| Net (loss) income | $(324) | $81 |
| Adjustments to reconcile net income to cash used for operating activities: | | |
| Depreciation and amortization | 259 | 218 |
| Gain on sales of assets and businesses | (8) | (3) |
| Equity in earnings of affiliates, net | (23) | (31) |
| Amortization of debt issuance costs and issue discounts | 9 | 9 |
| Deferred tax provision (benefit) | 68 | (33) |
| Asset-related charges | 27 | 25 |
| Stock-based compensation expense | 17 | 12 |
| Net periodic pension (income) cost | (1) | 2 |
| Defined benefit plan contributions | (2) | (9) |
| Other operating charges and credits, net | 19 | (12) |
| Goodwill impairment | - | 56 |
| Decrease (increase) in operating assets: | | |
| Accounts and notes receivable, net | (163) | (336) |
| Inventories and other current operating assets | (76) | (90) |
| Other non-current operating assets | 70 | 48 |
| (Decrease) increase in operating liabilities: | | |
| Accounts payable | (79) | (86) |
| Other current operating liabilities | 92 | (624) |
| Other non-current operating liabilities | 242 | 2 |
| Cash provided by (used for) operating activities | 127 | (771) |
| Cash flows from investing activities | | |
| Purchases of property, plant, and equipment | (168) | (251) |
| Proceeds from sales of assets and businesses | 7 | 3 |
| Foreign exchange contract settlements, net | (3) | - |
| Other investing activities | 1 | 2 |
| Cash used for investing activities | (163) | (246) |
| Cash flows from financing activities | | |
| Proceeds from issuance of debt, net | 95 | - |
| Debt repayments | (119) | (13) |
| Payments of debt issuance cost | (4) | - |
| Payments on finance leases | (12) | (9) |
| Proceeds from supplier financing program | 64 | 67 |
| Payments to supplier financing program | (70) | (80) |
| Proceeds from exercised stock options, net | - | 8 |
| Payments related to tax withholdings on vested stock awards | (1) | (3) |
| Payments of dividends to the Company's common shareholders | (63) | (112) |
| Other financing activities | 21 | 21 |
| Cash used for financing activities | (89) | (121) |
| Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | 27 | (3) |
| Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | (98) | (1,141) |
| Cash, cash equivalents, restricted cash and restricted cash equivalents at January 1, | 763 | 1,807 |
| Cash, cash equivalents, restricted cash and restricted cash equivalents at September 30, | $665 | $666 |
| Supplemental cash flows information | | |
| Non-cash investing and financing activities: | | |
| Purchases of property, plant, and equipment included in accounts payable | $28 | $92 |
The Chemours Company
Segment Financial and Operating Data (Unaudited)
| | | Ended | Sequential |
|---|
| Three Months Ended September 30, | Increase / | June 30, | Increase / |
|---|
| 2025 | 2024 | (Decrease) | 2025 | (Decrease) |
|---|
| Segment Net Sales | | | | Three Months | |
| Thermal & Specialized Solutions | $560 | $468 | $92 | $597 | $(37) |
| Titanium Technologies | 612 | 672 | (60) | 657 | (45) |
| Advanced Performance Materials | 311 | 354 | (43) | 346 | (35) |
| Other Non-Reportable Segment | 12 | 14 | (2) | 15 | (3) |
| Total Net Sales | $1,495 | $1,508 | $(13) | $1,615 | $(120) |
| | | | Ended | Sequential |
|---|
| Three Months Ended September 30, | Increase / | June 30, | Increase / |
|---|
| 2025 | 2024 | (Decrease) | 2025 | (Decrease) |
|---|
| Segment Adjusted EBITDA | | | Three Months | |
| Thermal & Specialized Solutions | $194 | $139 | $55 | $207 | $(13) |
| Titanium Technologies | $25 | $78 | $(53) | $47 | $(22) |
| Advanced Performance Materials | $14 | $38 | $(24) | $50 | $(36) |
| Other Non-Reportable Segment | $2 | $3 | $(1) | $4 | $(2) |
| September 30, 2025 | Percentage Change vs. | Percentage Change Due To |
|---|
| Net Sales | September 30, 2024 | Price | Volume | Currency | Portfolio |
|---|
| Quarterly Change in Net Sales from the three months ended September 30, 2024 |
| Total Company | $1,495 | (1)% | 1% | (3)% | 1% | - % |
| Thermal & Specialized Solutions | $560 | 20% | 11% | 8% | 1% | - % |
| Titanium Technologies | 612 | (9)% | (8)% | (2)% | 1% | - % |
| Advanced Performance Materials | 311 | (12)% | 2% | (15)% | 1% | - % |
| Other Non-Reportable Segment | 12 | (14)% | (4)% | (10)% | - % | - % |
| September 30, 2025 | Percentage Change vs. | Percentage Change Due To |
|---|
| Net Sales | June 30, 2025 | Price | Volume | Currency | Portfolio |
|---|
| Quarterly Change in Net Sales from the three months ended June 30, 2025 |
| Total Company | $1,495 | (7)% | - % | (8)% | 1% | - % |
| Thermal & Specialized Solutions | $560 | (6)% | 4% | (11)% | 1% | - % |
| Titanium Technologies | 612 | (7)% | (4)% | (4)% | 1% | - % |
| Advanced Performance Materials | 311 | (10)% | 1% | (12)% | 1% | - % |
| Other Non-Reportable Segment | 12 | (20)% | (7)% | (13)% | - % | - % |
The Chemours Company
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
GAAP Net Income (Loss) Attributable to Chemours to Adjusted Net Income and Adjusted EBITDA Reconciliation
GAAP Net Leverage Ratio to Non-GAAP Net Leverage Ratio Reconciliation
Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is defined as income (loss) before income taxes, excluding the following items: interest expense, depreciation, and amortization; non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension costs excluding the service cost component; exchange (gains) losses included in other income (expense), net; restructuring, asset-related, and other charges; (gains) losses on sales of businesses or assets; and, other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently, including certain litigation related and environmental charges and Qualified Spend reimbursable by DuPont and/or Corteva as part of the Company's cost-sharing agreement under the terms of the MOU that were previously excluded from Adjusted EBITDA. Adjusted Net Income is defined as net income (loss) attributable to Chemours, adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income tax amounts. Net Leverage Ratio is defined as our total debt principal, net, or our total debt principal outstanding less unrestricted cash and cash equivalents, divided by Adjusted EBITDA.
| Three Months Ended | Nine Months Ended | Twelve Months Ended |
|---|
| September 30, | June 30, | September 30, | September 30, |
|---|
| 2025 | 2024 | 2025 | 2025 | 2024 | 2025 | 2024 |
|---|
| Income (loss) before income taxes | $51 | $(32) | $(261) | $(210) | $106 | $(209) | $31 |
| Net income (loss) attributable to Chemours | $60 | $(32) | $(381) | $(325) | $81 | $(335) | $59 |
| Non-operating pension and other post-retirement benefit income | (4) | (2) | (2) | (7) | (4) | (7) | (6) |
| Exchange losses, net | 1 | - | 4 | 7 | 6 | 11 | 23 |
| Restructuring, asset-related, and other charges (1) | 4 | 43 | 18 | 54 | 51 | 61 | 61 |
| Goodwill impairment charge (2) | - | 56 | - | - | 56 | - | 56 |
| Loss on extinguishment of debt | - | - | - | - | - | 1 | - |
| Gain on sales of assets and businesses, net (3) | (7) | - | - | (8) | (3) | (8) | (7) |
| Transaction costs (4) | - | - | 2 | 2 | - | 4 | 9 |
| Qualified spend recovery (5) | (13) | (7) | (13) | (35) | (22) | (39) | (33) |
| Litigation-related charges (6) | 2 | 3 | 299 | 301 | (3) | 301 | 87 |
| Environmental charges (7) | 13 | - | 60 | 73 | - | 88 | - |
| Adjustments made to income taxes (8) | (23) | 5 | 171 | 150 | 1 | 150 | (11) |
| (Benefit from) provision for income taxes relating to reconciling items (9) | (3) | (5) | (71) | (75) | 2 | (81) | (29) |
| Adjusted Net Income | 30 | 61 | 87 | 137 | 165 | 146 | 209 |
| Net income attributable to non-controlling interests | - | - | 1 | 1 | - | 1 | - |
| Interest expense, net | 68 | 68 | 67 | 201 | 196 | 268 | 260 |
| Depreciation and amortization (10) | 80 | 73 | 79 | 236 | 218 | 311 | 295 |
| All remaining provision for income taxes (9) | 17 | - | 19 | 39 | 21 | 56 | 12 |
| Adjusted EBITDA | $195 | $202 | $253 | $614 | $600 | $782 | $776 |
| Total debt principal | | | | | | $4,185 | $4,078 |
| Less: Cash and cash equivalents | | | | | | (613) | (596) |
| Total debt principal, net | | | | | | $3,572 | $3,482 |
| Net Leverage Ratio (calculated using GAAP earnings) (11) | | | | | | (17.1)x | 112.3x |
| Net Leverage Ratio (calculated using Non-GAAP earnings) (11) | | | | | | 4.6x | 4.5x |
GAAP Net Income (Loss) Attributable to Chemours to Adjusted Net Income and Adjusted EBITDA Reconciliation
GAAP Net Leverage Ratio to Non-GAAP Net Leverage Ratio Reconciliation (Continued)
(1) For the twelve months ended September 30, 2025, restructuring, asset-related and other charges primarily includes charges related to our decision to exit our SPS CapstoneTM business and the 2024 Restructuring Program. For the twelve months ended September 30, 2024, restructuring, asset-related and other charges primarily includes charges related to the 2024 Restructuring Program and the Titanium Technologies Transformation Plan. See "Note 4 - Restructuring, Asset-Related and Other Charges" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for further details.
(2) Represents a non-cash goodwill impairment charge in the Advanced Performance Materials unit, which is discussed further in "Note 15 - Goodwill and Other Intangibles, Net" to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
(3) For the twelve months ended September 30, 2025, gain on sales of assets and businesses, net includes a gain on sale of $7 million related to certain parcels of land at the Company's manufacturing site in Kuan Yin, Taiwan.
(4) For the twelve months ended September 30, 2024, transaction costs includes $9 million of third-party costs related to the Titanium Technologies Transformation Plan.
(5) Qualified spend recovery represents costs and expenses that were previously excluded from Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU which is discussed in further detail in "Note 17 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(6) Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the twelve months ended September 30, 2025, litigation-related charges primarily includes $263 million related to our portion of Chemours, DuPont, Corteva, EID and the State of New Jersey’s settlement agreement reached in August 2025, $12 million of third-party legal fees directly related to the New Jersey settlement agreement, $14 million related to our portion of Chemours and EID’s settlement agreement to resolve the Hoosick Falls class action lawsuit, and $14 million related to reserves for asbestos and production liability matters arising from an EID subsidiary, Sporting Goods Properties, Inc.. For the twelve months ended September 30, 2024, litigation-related charges includes $55 million of charges related to the Company's portion of Chemours, DuPont, Corteva, EID and the State of Ohio's agreement entered into in November 2023, $13 million related to the Company's portion of the supplemental payment to the State of Delaware, a $29 million accrual associated with the Ohio MDL, $18 million for other PFAS litigation matters, and $3 million of other litigation matters, partially offset by $31 million of benefits related to insurance recoveries. See "Note 17 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for further details.
(7) Environmental charges pertains to management’s assessment of estimated liabilities associated with certain remediation expenses at various sites. For the twelve months ended September 30, 2025, environmental charges primarily includes changes to remediation reserves at the four sites covered by the New Jersey settlement agreement and off-site remediation costs at Dordrecht Works. See "Note 17 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for further details.
(8) Includes the removal of certain discrete income tax impacts within our provision for income taxes, such as shortfalls and windfalls on our share-based payments, certain return-to-accrual adjustments, valuation allowance adjustments, unrealized gains and losses on foreign exchange rate changes, and other discrete income tax items.
(9) The income tax impacts included in this caption are determined using the applicable rates in the taxing jurisdictions in which income or expense occurred for each of the reconciling items and represent both current and deferred income tax expense or benefit based on the nature of the non-GAAP financial measure.
(10) For the twelve months ended September 30, 2025, accelerated depreciation charges of $23 million incurred as part of our decision to exit our SPS CapstoneTM business are included within the "Restructuring, asset-related and other charges" caption above, and therefore are not included as separate adjustment within this caption.
(11) Net Leverage Ratio calculated using GAAP measures is defined as our total debt principal, net, or our total debt principal outstanding less unrestricted cash and cash equivalents, divided by income (loss) before income taxes. Net Leverage Ratio calculated using non-GAAP measures is defined as our total debt principal, net, or our total debt principal outstanding less unrestricted cash and cash equivalents, divided by Adjusted EBITDA.
The Chemours Company
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
GAAP Earnings per Share to Adjusted Earnings per Share Reconciliation
Adjusted earnings per share (“Adjusted EPS”) is calculated by dividing Adjusted Net Income by the weighted-average number of common shares outstanding. Diluted Adjusted EPS accounts for the dilutive impact of stock-based compensation awards, which includes unvested restricted shares. Diluted Adjusted EPS considers the impact of potentially-dilutive securities, except in periods in which there is a loss because the inclusion of the potentially-dilutive securities would have an anti-dilutive effect.
| Three Months Ended | Nine Months Ended |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2024 | 2025 | 2025 | 2024 |
|---|
| Numerator: | | | | | |
| Net income (loss) attributable to Chemours | $60 | $(32) | $(381) | $(325) | $81 |
| Adjusted Net Income | 30 | 61 | 87 | 137 | 165 |
| Denominator: | | | | | |
| Weighted-average number of common shares outstanding - basic | 150,320,265 | 149,697,616 | 150,238,691 | 150,160,586 | 149,383,146 |
| Dilutive effect of the Company's employee compensation plans (1) | 461,349 | 482,579 | 268,070 | 406,871 | 735,880 |
| Weighted-average number of common shares outstanding - diluted (1) | 150,781,614 | 150,180,195 | 150,506,761 | 150,567,457 | 150,119,026 |
| Basic earnings (loss) per share of common stock (2) | $0.40 | $(0.22) | $(2.54) | $(2.16) | $0.54 |
| Diluted earnings (loss) per share of common stock (1) (2) | 0.40 | (0.22) | (2.54) | (2.16) | 0.54 |
| Adjusted basic earnings per share of common stock (2) | 0.20 | 0.41 | 0.58 | 0.91 | 1.11 |
| Adjusted diluted earnings per share of common stock (1) (2) | 0.20 | 0.40 | 0.58 | 0.91 | 1.10 |
(1) In periods where the Company incurs a net loss, the impact of potentially dilutive securities is excluded from the calculation of EPS under U.S. GAAP, as their inclusion would have an anti-dilutive effect. As such, with respect to the U.S. GAAP measure of diluted EPS, the impact of potentially dilutive securities is excluded from our calculation for the nine months ended September 30, 2025 and the three months ended June 30, 2025 and September 30, 2024. With respect to the non-GAAP measure of adjusted diluted EPS, the impact of potentially dilutive securities is included in our calculation for the nine months ended September 30, 2025 and the three months ended June 30, 2025 and September 30, 2024 as Adjusted Net Income was in a net income position.
(2) Figures may not recalculate exactly due to rounding. Basic and diluted earnings (loss) per share are calculated based on unrounded numbers.
GAAP Cash Flow Provided by Operating Activities to Free Cash Flows and Free Cash Flow Conversion Reconciliation
Free Cash Flows is defined as cash flows provided by (used for) operating activities, less purchases of property, plant and equipment as shown in the consolidated statements of cash flows. Free Cash Flow Conversion is calculated as the percentage of Free Cash Flows to Adjusted EBITDA.
| Three Months Ended | Nine Months Ended |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2024 | 2025 | 2025 | 2024 |
|---|
| Cash flows provided by (used for) operating activities | $146 | $139 | $93 | $127 | $(771) |
| Less: Purchases of property, plant, and equipment | (41) | (76) | (43) | (168) | (251) |
| Free Cash Flows | $105 | $63 | $50 | $(41) | $(1,022) |
| Adjusted EBITDA | 195 | 202 | 253 | 614 | 600 |
| Free Cash Flow Conversion | 54% | 31% | 20% | (7)% | (170)% |
The Chemours Company
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
2025 Estimated GAAP Net Loss Attributable to Chemours to Estimated Adjusted Net Income and Estimated Adjusted EBITDA Reconciliation (1)
| (Estimated) |
|---|
| Year Ending December 31, 2025 |
|---|
| Low | High |
|---|
| Net loss attributable to Chemours | $(335) | $(318) |
| Restructuring, transaction, and other costs, net (2) | 462 | 462 |
| Adjusted Net Income | 127 | 144 |
| Interest expense, net | 273 | 273 |
| Depreciation and amortization | 317 | 317 |
| All remaining provision for income taxes | 28 | 36 |
| Adjusted EBITDA | $745 | $770 |
(1) The Company's estimates reflect its current visibility and expectations based on market factors, such as currency movements, macro-economic factors, and end-market demand. Actual results could differ materially from these estimates.
(2) Restructuring, transaction, and other costs, net includes the net benefit from income taxes relating to reconciling items and adjustments made to income taxes for the removal of certain discrete income tax impacts.
Contacts
INVESTORS Brandon Ontjes Vice President, Head of Strategy & Investor Relations +1.302.773.3309 investor@chemours.com
NEWS MEDIA Cassie Olszewski Media Relations & Reputation Leader +1.302.219.7140 media@chemours.com
Open the filing on EDGARQ3 2025 Financial Prepared Remarks
Comments made in these remarks, as well as in the supplemental information provided on our website, contain forward-looking statements that involve risks and uncertainties as described in The Chemours Company's (the "Company") SEC filings. 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.
Within these prepared remarks, we will refer to certain non-GAAP financial measuresthat we believe are useful to investors evaluating the company's performance.
Shane Hostetter, Senior Vice President & Chief Financial Officer, The Chemours Company
Q3 2025 Earnings Supplement Presentation -- Chart 4: Third Quarter 2025 Financial Summary; Chart 5: Adjusted EBITDA Bridge: 3Q25 versus 3Q24
Our Consolidated Net Sales for the Third Quarter were approximately $1.5 billion, which was flat compared to the prior-year, and driven by a 3% decrease in volume, a 1% increase in price, and a 1% currency tailwind. The decrease in volumes was primarily driven by operational impacts in APM related to the now resolved outage at the Washington Works site, combined with demand weakness in certain industrial end markets, partially offset by continued strength in TSS volumes driven by the demand for Opteon refrigerants.
For the Third Quarter, we reported a Net Income of $60 million, or $0.40 cents per diluted share, compared to Net Loss of $32 million, or $0.22 cents per diluted share, in the prior-year quarter, primarily driven by higher restructuring costs and a goodwill impairment charge in 2024.
For the Third Quarter, Adjusted EBITDA was $195 million, down from $202 million in the prior-year quarter. This decrease was primarily driven by increased costs due to now resolved operational disruptions in the TT business and the previously mentioned APM outage, partially offset by strong TSS performance.
Now, let’s turn to our business segment performance, starting with TSS.
Chart 6: Quarterly Segment Summary
In the Third Quarter, TSS achieved Net Sales of $560 million, a 20% increase from the prior-year quarter. This growth in sales was primarily driven by an 8% volume increase and an 11% price increase, and a 1% currency tailwind.
The increase in TSS volumes was driven by a continued double-digit, 80% year-over-year quarterly sales growth in our Opteon™ Refrigerants, which reflects continued strength in blends demand, driven by the transition of stationary air conditioning (“AC”) equipment under the U.S. AIM Act. This growth was partially offset by a decrease in volume for our Freon™ Refrigerants portfolio in connection with this regulatory transition. The increase in pricing was primarily driven by the stronger Opteon™ Refrigerant aftermarket demand.
Non-GAAP measures, including Adjusted Net Income, Adjusted EPS and Adjusted EBITDA referred to throughout, principally exclude the impact of recent litigation settlements for legacy environmental matters and associated fees, in addition to other unallocated items - please refer to the attached "Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)”.
As previously disclosed in the first quarter of 2025, certain prior periods have been revised to correct for immaterial errors as further described in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025.
Third Quarter Adjusted EBITDA for TSS increased by 40% to $194 million compared to the prior year, driven by an Adjusted EBITDA margin of 35%, an increase of five percentage points. This increase was primarily the result of previously referenced increases in volume and price tied to demand for Opteon™ Refrigerant blends products in connection with the stationary AC transition, partially offset by input cost increases from R32 paired with one-time costs associated with our liquid cooling product development.
Sequentially, TSS Net Sales decreased by 6%, driven by an 11% volume decrease partially offset by a 4% price increase and a 1% tailwind from currency. Overall, the volume decrease and price increase were primarily related to typical seasonal trends across refrigerant products paired with stronger demand for Opteon™ Refrigerant blends aftermarket pricing in connection with the stationary AC transition under the U.S. AIM Act.
We are now seeing Opteon™ Refrigerants make up 80% of total combined refrigerant revenues, up from 58% from the prior-year quarter, and we feel well-positioned in the market as the transition to low GWP refrigerants continues to progress.
Now, let’s move to our TT segment…
In the Third Quarter, TT's Net Sales decreased 9% compared to the prior-year quarter to $612 million, primarily due to an 8% decrease in price globally, partially offset by favorable currency movement that created a 1% tailwind. Volumes decreased 2%, globally, as the global TiO2 market remains challenged.
TT’s Third Quarter Adjusted EBITDA decreased 68% to $25 million, compared to the prior-year quarter, with Adjusted EBITDA Margin declining eight percentage points to 4%. The decline in Adjusted EBITDA was driven primarily by the previously mentioned decrease in price paired with operational disruption costs of approximately $11 million. Additionally, TT's production volumes were lowered, driving increased fixed cost burden during the quarter to align with near-term demand expectations.
Sequentially, TT’s Third Quarter Net Sales decreased by 7%, driven by a 4% decrease in volume reflecting seasonality in western markets paired with continued weaker market conditions, as well as a 4% decrease in price reflecting weaker pricing in non-western markets while western markets remained stable, partially offset by a 1% tailwind from currency.
Turning to our APM segment…
In the Third Quarter of 2025, APM reported Net Sales of $311 million, down from the prior-year quarter by 12%. A 15% decrease in volume was partially offset by slight price and currency tailwinds. The decrease in volume was primarily driven by operational impacts related to the now resolved outage at the Washington Works site.
APM’s Third Quarter Adjusted EBITDA decreased 63% to $14 million compared to the prior-year quarter, with Adjusted EBITDA margin decreasing six percentage points to 5%. The decrease was primarily due to the referenced volume impact and outage-related costs approximating $20 million, partially offset by favorable pricing and currency.
Sequentially, APM’s Third Quarter Net Sales decreased by 10%, driven by a 12% volume decrease reflecting impacts from the Washington Works outage and the final closure of our SPS Capstone™ product line completed in the quarter. The volume decrease was partially offset by favorable pricing of 1% and currency movements adding an additional 1% lift.
Moving to our Other Non-Reportable Segment, we recorded Net Sales of $12 million and Adjusted EBITDA of $2 million in the Third Quarter.
Lastly, our Corporate Expenses as an offset to our Adjusted EBITDA totaled $38 million in the Third Quarter, a $15 million decrease compared to the prior-year quarter. This was primarily due to lower costs associated with litigation activities and the timing of accrued expenses.
Chart 7: Liquidity Position as of September 30, 2025
Turning to our liquidity, as of September 30, 2025, our consolidated gross debt stood at $4.2 billion, with approximately $1.6 billion in total liquidity. This includes $613 million in unrestrictedcash and cash equivalents, along with approximately $953 million available under our revolving credit facility, net of outstanding letters of credit. Additionally, the Company retained $52 million in restricted cash and cash equivalents, all of which is held in escrow under the terms of the Memorandum of Understanding related to potential future legacy liabilities. On a trailing twelve-month basis, our net leverage was 4.6 times Adjusted EBITDA, reflecting a decrease sequentially compared to 4.7 times as of June 30, 2025.
Regarding our cash flow for the Third Quarter, cash provided by operating activities was $146 million, compared to $139 million in the prior-year quarter.
Capital expenditures for the quarter totaled $41 million, a decrease compared to $76 million in the prior-year quarter. This decrease was driven by lower capital expenditures in APM and TSS. Free Cash Flow for the Third Quarter 2025 reflected a positive $105 million, reflecting Free Cash Flow Conversion of 54%.
Appendix, Chart 20: Actual and Projected Disruption & Investment Costs (Unaudited)
In connection with those costs incurred in recent quarters from business disruptions and other investments, we’ve captured a summary in our charts to help frame out these impacts. While these costs are included as a part of our Adjusted EBITDA, we do view these as operational areas where we can drive further improvement and reduce the impact of going forward. As detailed in the chart, operational matters have been resolved across our sites, which has been a key focus for the executive leadership team this quarter. In addition, we wanted to highlight the continued investments that we’re making in the TSS business to develop our liquid cooling and next-generation refrigerants.
Restricted cash approximated $52 million of the end of the third quarter of 2025, reflecting escrow payments Chemours has made related to the MOU agreement with DuPont, Corteva and EID as further described in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025.
Non-GAAP Financial Measures
We prepare our financial statements in accordance with Generally Accepted Accounting Principles (GAAP). Within these remarks, we may make reference to Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, Free Cash Flows, Free Cash Flows Conversion, Total Debt Principal, Net and Net Leverage Ratio which are non-GAAP financial measures. 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, Adjusted EPS and Adjusted EBITDA, which adjust for (i) certain non-cash items, (ii) certain items we believe are not indicative of ongoing operating performance or (iii) certain nonrecurring, unusual or infrequent items to evaluate the Company's performance in order to have comparable financial results to analyze changes in our underlying business from period to period. Additionally, Free Cash Flows, Free Cash Flows Conversion, Total Debt Principal, Net and Net Leverage Ratio are utilized as liquidity measures to assess the cash generation of our businesses and on-going liquidity position.
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. The Company does not provide a reconciliation of certain forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures on a forward-looking basis because it is unable to predict with reasonable certainty the ultimate outcome of unusual gains and losses, potential future asset impairments and pending litigation without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For more information on the non-GAAP financial measures, please refer to the attached schedules or the table, "Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)" and materials posted to the Company's website at investors.chemours.com.
Forward-Looking Statements
Forward-looking statements notice
These remarks contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical or current fact. The words "believe," "expect," "will," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date such statements were made. These forward-looking statements may address, among other things, the Company’s performance for the second quarter of 2025, the transition to low global warming potential refrigerants and the Company’s refreshed corporate strategy. Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized, such as guidance relying on models based upon management assumptions regarding future events that are inherently uncertain. These statements are not guarantees of future performance. Forward-looking statements also involve risks and uncertainties including the outcome or resolution of any pending or future environmental liabilities, the commencement, outcome or resolution of any regulatory inquiry, investigation or proceeding, the initiation, outcome or settlement of any litigation, any future insurance recoveries, our ability to maintain an effective internal control over financial reporting and disclosure controls and procedures, changes in environmental regulations in the U.S. or other jurisdictions that affect demand for or adoption of our products, changes in regulations in the US or other jurisdictions that could impose tariffs or additional costs on products we either sell or need to purchase, anticipated future operating and financial performance for our segments individually and our company as a whole, business plans, prospects, targets, goals and commitments, capital investments and projects and target capital expenditures, efforts to resolve outstanding or potential litigation, including claims related to legacy PFAS liabilities, plans for dividends, sufficiency or longevity of intellectual property protection, cost reductions or savings targets, plans to increase profitability and growth, our ability to develop and commercialize new products or technologies and obtain necessary regulatory approvals, our ability to make acquisitions, integrate acquired businesses or assets into our operations, and achieve anticipated synergies or cost savings, all of which are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These statements also may involve risks and uncertainties that are beyond Chemours' control. Matters outside our control, including general economic conditions, geopolitical conditions, changes in laws and regulations in the U.S. or other jurisdictions in which we operate, and global health events and weather events, have affected or may affect our business and operations and may or may continue to hinder our ability to provide goods and services to customers, cause disruptions in our supply chains such as through strikes, labor disruptions or other events, adversely affect our business partners, significantly reduce the demand for our products, adversely affect the health and welfare of our personnel or cause other unpredictable events. Additionally, there may be other risks and uncertainties that Chemours is unable to identify at this time or that Chemours does not currently expect to have a material impact on its business. Factors that could cause or contribute to these differences include the risks, uncertainties and other factors discussed in our filings with the U.S. Securities and Exchange Commission, including in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and in our Annual Report on Form 10-K for the year ended December 31, 2024. Chemours assumes no obligation to revise or update any forward-looking statement for any reason, except as required by law.
The Chemours Company
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
(Dollars in millions)
GAAP Net Income (Loss) Attributable to Chemours to Adjusted Net Income and Adjusted EBITDA Reconciliation
GAAP Net Leverage Ratio to Non-GAAP Net Leverage Ratio Reconciliation
Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is defined as income (loss) before income taxes, excluding the following items: interest expense, depreciation, and amortization; non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension costs excluding the service cost component; exchange (gains) losses included in other income (expense), net; restructuring, asset-related, and other charges; (gains) losses on sales of businesses or assets; and, other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently, including certain litigation related and environmental charges and Qualified Spend reimbursable by DuPont and/or Corteva as part of the Company's cost-sharing agreement under the terms of the MOU that were previously excluded from Adjusted EBITDA. Adjusted Net Income is defined as net income (loss) attributable to Chemours, adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income tax amounts. Net Leverage Ratio is defined as our total debt principal, net, or our total debt principal outstanding less unrestricted cash and cash equivalents, divided by Adjusted EBITDA.
| Three Months Ended | Nine Months Ended | Twelve Months Ended |
|---|
| September 30, | June 30, | September 30, | September 30, |
|---|
| 2025 | 2024 | 2025 | 2025 | 2024 | 2025 | 2024 |
|---|
| Income (loss) before income taxes | $51 | $(32) | $(261) | $(210) | $106 | $(209) | $31 |
| Net income (loss) attributable to Chemours | $60 | $(32) | $(381) | $(325) | $81 | $(335) | $59 |
| Non-operating pension and other post-retirement benefit income | (4) | (2) | (2) | (7) | (4) | (7) | (6) |
| Exchange losses, net | 1 | - | 4 | 7 | 6 | 11 | 23 |
| Restructuring, asset-related, and other charges (1) | 4 | 43 | 18 | 54 | 51 | 61 | 61 |
| Goodwill impairment charge (2) | - | 56 | - | - | 56 | - | 56 |
| Loss on extinguishment of debt | - | - | - | - | - | 1 | - |
| Gain on sales of assets and businesses, net (3) | (7) | - | - | (8) | (3) | (8) | (7) |
| Transaction costs (4) | - | - | 2 | 2 | - | 4 | 9 |
| Qualified spend recovery (5) | (13) | (7) | (13) | (35) | (22) | (39) | (33) |
| Litigation-related charges (6) | 2 | 3 | 299 | 301 | (3) | 301 | 87 |
| Environmental charges (7) | 13 | - | 60 | 73 | - | 88 | - |
| Adjustments made to income taxes (8) | (23) | 5 | 171 | 150 | 1 | 150 | (11) |
| (Benefit from) provision for income taxes relating to reconciling items (9) | (3) | (5) | (71) | (75) | 2 | (81) | (29) |
| Adjusted Net Income | 30 | 61 | 87 | 137 | 165 | 146 | 209 |
| Net income attributable to non-controlling interests | - | - | 1 | 1 | - | 1 | - |
| Interest expense, net | 68 | 68 | 67 | 201 | 196 | 268 | 260 |
| Depreciation and amortization (10) | 80 | 73 | 79 | 236 | 218 | 311 | 295 |
| All remaining provision for income taxes (9) | 17 | - | 19 | 39 | 21 | 56 | 12 |
| Adjusted EBITDA | $195 | $202 | $253 | $614 | $600 | $782 | $776 |
| Total debt principal | | | | | | $4,185 | $4,078 |
| Less: Cash and cash equivalents | | | | | | (613) | (596) |
| Total debt principal, net | | | | | | $3,572 | $3,482 |
| Net Leverage Ratio (calculated using GAAP earnings) (11) | | | | | | (17.1)x | 112.3x |
| Net Leverage Ratio (calculated using Non-GAAP earnings) (11) | | | | | | 4.6x | 4.5x |
GAAP Net Income (Loss) Attributable to Chemours to Adjusted Net Income and Adjusted EBITDA Reconciliation
GAAP Net Leverage Ratio to Non-GAAP Net Leverage Ratio Reconciliation (Continued)
(1) For the twelve months ended September 30, 2025, restructuring, asset-related and other charges primarily includes charges related to our decision to exit our SPS CapstoneTM business and the 2024 Restructuring Program. For the twelve months ended September 30, 2024, restructuring, asset-related and other charges primarily includes charges related to the 2024 Restructuring Program and the Titanium Technologies Transformation Plan. See "Note 4 - Restructuring, Asset-Related and Other Charges" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for further details.
(2) Represents a non-cash goodwill impairment charge in the Advanced Performance Materials unit, which is discussed further in "Note 15 - Goodwill and Other Intangibles, Net" to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
(3) For the twelve months ended September 30, 2025, gain on sales of assets and businesses, net includes a gain on sale of $7 million related to certain parcels of land at the Company's manufacturing site in Kuan Yin, Taiwan.
(4) For the twelve months ended September 30, 2024, transaction costs includes $9 million of third-party costs related to the Titanium Technologies Transformation Plan.
(5) Qualified spend recovery represents costs and expenses that were previously excluded from Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU which is discussed in further detail in "Note 17 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(6) Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the twelve months ended September 30, 2025, litigation-related charges primarily includes $263 million related to our portion of Chemours, DuPont, Corteva, EID and the State of New Jersey’s settlement agreement reached in August 2025, $12 million of third-party legal fees directly related to the New Jersey settlement agreement, $14 million related to our portion of Chemours and EID’s settlement agreement to resolve the Hoosick Falls class action lawsuit, and $14 million related to reserves for asbestos and production liability matters arising from an EID subsidiary, Sporting Goods Properties, Inc.. For the twelve months ended September 30, 2024, litigation-related charges includes $55 million of charges related to the Company's portion of Chemours, DuPont, Corteva, EID and the State of Ohio's agreement entered into in November 2023, $13 million related to the Company's portion of the supplemental payment to the State of Delaware, a $29 million accrual associated with the Ohio MDL, $18 million for other PFAS litigation matters, and $3 million of other litigation matters, partially offset by $31 million of benefits related to insurance recoveries. See "Note 17 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for further details.
(7) Environmental charges pertains to management’s assessment of estimated liabilities associated with certain remediation expenses at various sites. For the twelve months ended September 30, 2025, environmental charges primarily includes changes to remediation reserves at the four sites covered by the New Jersey settlement agreement and off-site remediation costs at Dordrecht Works. See "Note 17 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 for further details.
(8) Includes the removal of certain discrete income tax impacts within our provision for income taxes, such as shortfalls and windfalls on our share-based payments, certain return-to-accrual adjustments, valuation allowance adjustments, unrealized gains and losses on foreign exchange rate changes, and other discrete income tax items.
(9) The income tax impacts included in this caption are determined using the applicable rates in the taxing jurisdictions in which income or expense occurred for each of the reconciling items and represent both current and deferred income tax expense or benefit based on the nature of the non-GAAP financial measure.
(10) For the twelve months ended September 30, 2025, accelerated depreciation charges of $23 million incurred as part of our decision to exit our SPS CapstoneTM business are included within the "Restructuring, asset-related and other charges" caption above, and therefore are not included as separate adjustment within this caption.
(11) Net Leverage Ratio calculated using GAAP measures is defined as our total debt principal, net, or our total debt principal outstanding less unrestricted cash and cash equivalents, divided by income (loss) before income taxes. Net Leverage Ratio calculated using non-GAAP measures is defined as our total debt principal, net, or our total debt principal outstanding less unrestricted cash and cash equivalents, divided by Adjusted EBITDA.
The Chemours Company
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
(Dollars in millions, except per share amounts)
GAAP Earnings per Share to Adjusted Earnings per Share Reconciliation
Adjusted earnings per share (“Adjusted EPS”) is calculated by dividing Adjusted Net Income by the weighted-average number of common shares outstanding. Diluted Adjusted EPS accounts for the dilutive impact of stock-based compensation awards, which includes unvested restricted shares. Diluted Adjusted EPS considers the impact of potentially-dilutive securities, except in periods in which there is a loss because the inclusion of the potentially-dilutive securities would have an anti-dilutive effect.
| Three Months Ended | Nine Months Ended |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2024 | 2025 | 2025 | 2024 |
|---|
| Numerator: | | | | | |
| Net income (loss) attributable to Chemours | $60 | $(32) | $(381) | $(325) | $81 |
| Adjusted Net Income | 30 | 61 | 87 | 137 | 165 |
| Denominator: | | | | | |
| Weighted-average number of common shares outstanding - basic | 150,320,265 | 149,697,616 | 150,238,691 | 150,160,586 | 149,383,146 |
| Dilutive effect of the Company's employee compensation plans (1) | 461,349 | 482,579 | 268,070 | 406,871 | 735,880 |
| Weighted-average number of common shares outstanding - diluted (1) | 150,781,614 | 150,180,195 | 150,506,761 | 150,567,457 | 150,119,026 |
| Basic earnings (loss) per share of common stock (2) | $0.40 | $(0.22) | $(2.54) | $(2.16) | $0.54 |
| Diluted earnings (loss) per share of common stock (1) (2) | 0.40 | (0.22) | (2.54) | (2.16) | 0.54 |
| Adjusted basic earnings per share of common stock (2) | 0.20 | 0.41 | 0.58 | 0.91 | 1.11 |
| Adjusted diluted earnings per share of common stock (1) (2) | 0.20 | 0.40 | 0.58 | 0.91 | 1.10 |
(1) In periods where the Company incurs a net loss, the impact of potentially dilutive securities is excluded from the calculation of EPS under U.S. GAAP, as their inclusion would have an anti-dilutive effect. As such, with respect to the U.S. GAAP measure of diluted EPS, the impact of potentially dilutive securities is excluded from our calculation for the nine months ended September 30, 2025 and the three months ended June 30, 2025 and September 30, 2024. With respect to the non-GAAP measure of adjusted diluted EPS, the impact of potentially dilutive securities is included in our calculation for the nine months ended September 30, 2025 and the three months ended June 30, 2025 and September 30, 2024 as Adjusted Net Income was in a net income position.
(2) Figures may not recalculate exactly due to rounding. Basic and diluted earnings (loss) per share are calculated based on unrounded numbers.
GAAP Cash Flow Provided by Operating Activities to Free Cash Flows and Free Cash Flow Conversion Reconciliation
Free Cash Flows is defined as cash flows provided by (used for) operating activities, less purchases of property, plant and equipment as shown in the consolidated statements of cash flows. Free Cash Flow Conversion is calculated as the percentage of Free Cash Flows to Adjusted EBITDA.
| Three Months Ended | Nine Months Ended |
|---|
| September 30, | June 30, | September 30, |
|---|
| 2025 | 2024 | 2025 | 2025 | 2024 |
|---|
| Cash flows provided by (used for) operating activities | $146 | $139 | $93 | $127 | $(771) |
| Less: Purchases of property, plant, and equipment | (41) | (76) | (43) | (168) | (251) |
| Free Cash Flows | $105 | $63 | $50 | $(41) | $(1,022) |
| Adjusted EBITDA | 195 | 202 | 253 | 614 | 600 |
| Free Cash Flow Conversion | 54% | 31% | 20% | (7)% | (170)% |