Results of Operations and Business Highlights

The following table sets forth our results of operations for the three and six months ended June 30, 2022 and 2021.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our net sales for the three and six months ended June 30, 2022, compared with the same periods in 2021.

The key drivers of these changes for each of our segments are discussed further under the "Segment Reviews" section within this MD&A.

Selling, General, and Administrative Expense

Restructuring, Asset-Related, and Other Charges

Equity in Earnings of Affiliates

Provision for (Benefit from) Income Taxes

Adjusted EBITDA is the primary measure of segment profitability used by our CODM and is defined as income (loss) before income taxes, excluding the following:

• interest expense, depreciation, and amortization;

• non-operating pension and other post-retirement employee benefit costs,

• other items not considered indicative of our ongoing operational performance

and expected to occur infrequently, including Qualified Spend reimbursable

A reconciliation of net income (loss) attributable to Chemours to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021 is included in the "Non-GAAP Financial Measures" section of this MD&A.

The following table sets forth our Adjusted EBITDA by segment for the three and six months ended June 30, 2022 and 2021.

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Titanium Technologies segment for the three and six months ended June 30, 2022 and 2021.

The following table sets forth the impacts of price, volume, currency, and portfolio changes on our Titanium Technologies segment's net sales for the three and six months ended June 30, 2022, compared with the same periods in 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Thermal & Specialized Solutions segment for the three and six months ended June 30, 2022 and 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table sets forth the net sales, Adjusted EBITDA, and Adjusted EBITDA margin amounts for our Advanced Performance Materials segment for the three and six months ended June 30, 2022 and 2021.

Adjusted EBITDA and Adjusted EBITDA Margin

Our 2022 results will be driven by the following expectations in each of our reportable segments:

• Titanium Technologies -Continued demand strength across most end-markets

with demand normalizing to long-term global GDP rates, partially offset by

headwinds from raw material inflation and shortages, logistics challenges,

refrigerants, including continued OpteonTM adoption in mobile and stationary

applications, paired with market recovery from semiconductor supply chain

• Advanced Performance Materials - Continued strong demand for our polymers

across diverse end-markets, partially offset by raw material inflation,

energy costs, and logistics challenges.

We expect that our capital expenditures will be approximately $400 million.

• Environmental remediation - We, due to the terms of our Separation-related

agreements with EID, are subject to contingencies pursuant to environmental

laws and regulations that in the future may require further action to

correct the effects on the environment of prior disposal practices or

releases of chemical substances, which are attributable to EID's activities

before our spin-off. Much of this liability results from Comprehensive

Environmental Response Compensation and Liability Act ("CERCLA"), Resource

Conservation and Recovery Act ("RCRA"), and similar federal, state, local,

and foreign laws. These laws may require us to undertake certain

investigative, remediation, and restoration activities at sites where we

conduct or EID once conducted operations or at sites where waste generated

by us was disposed. At June 30, 2022, our consolidated balance sheets

include $707 million for environmental remediation liabilities, of which

$239 million was classified as current, and a portion is subject to recovery

under the MOU. Of the current environmental liabilities of $239 million,

$181 million relates to Fayetteville. Pursuant to the binding MOU that we

entered into with DuPont, Corteva, and EID in January 2021, costs related to

potential future legacy PFAS liabilities arising out of pre-July 1, 2015

conduct will be subject to the cost-sharing arrangement, where we bear half

of the cost of such future potential legacy PFAS liabilities, and DuPont and

Corteva will collectively bear the other half of the cost of such future

potential legacy PFAS liabilities. Refer to the "Environmental Matters"

section within this MD&A for the anticipated environmental remediation

payments over the next three years. Refer to "Note 16 - Commitments and

Contingent Liabilities" to the Interim Consolidated Financial Statements for

further discussion of the MOU and Qualified Spend.

• PFAS escrow funding requirements - Pursuant to the binding MOU that we

entered into with DuPont, Corteva, and EID in January 2021, the next escrow

Cash provided by operating activities $ 293 $ 295 Cash used for investing activities

The following table sets forth the components of our current liabilities at June 30, 2022 and December 31, 2021.

(1) Current assets includes $604 million and $525 million of cash and cash

equivalents at June 30, 2022 and December 31, 2021, respectively.

(2) Current assets includes $555 million and $407 million of intercompany

(3) As of June 30, 2022 and December 31, 2021, $217 million and $76 million of

accounts receivable generated by the Obligor Group, respectively, remained

(4) Long-term assets includes $463 million and $729 million of intercompany

notes receivable from the Non-Guarantor Subsidiaries at June 30, 2022 and

There have been no material changes to the off-balance sheet arrangement described in our MD&A and "Note 20 - Debt" to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

Critical Accounting Policies and Estimates

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

Chambers Works, Deepwater, New Jersey ("Chambers Works")

Fayetteville Works, Fayetteville, North Carolina

Further discussion related to Fayetteville is included under the heading "Fayetteville Works, Fayetteville, North Carolina" in "Note 16 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements.

U.S. Smelter and Lead Refinery, Inc., East Chicago, Indiana

New Jersey Department of Environmental Protection Directives and Litigation

•Reduce absolute operations Scope 1 and Scope 2 greenhouse gas ("GHG") emissions by 60%;

•Reduce air and water process emissions of fluorinated organic chemicals by 99% or more; and,

•Reduce our landfill volume intensity by 70%.

See our discussion under the heading "PFOA" in "Note 16 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements.

Refer to our discussion under the heading "PFAS" in "Note 16 - Commitments and Contingent Liabilities" to the Interim Consolidated Financial Statements.

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

• interest expense, depreciation, and amortization;

• non-operating pension and other post-retirement employee benefit costs,

which represents the components of net periodic pension (income) costs

• other items not considered indicative of our ongoing operational performance

and expected to occur infrequently, including Qualified Spend reimbursable

The following table sets forth a reconciliation of our net income (loss) attributable to Chemours to Adjusted Net Income, Adjusted EBITDA, and Adjusted EPS for the three and six months ended June 30, 2022 and 2021.

(1) In 2022, restructuring, asset-related, and other charges primarily includes

asset charges and write-offs resulting from the conflict between Russia and

Ukraine and our decision to suspend our business with Russian entities. In

2021, restructuring, asset-related, and other charges primarily includes a

net $9 million gain resulting from contract termination with a third-party

(2) Refer to "Note 6 - Other Income (Expense), Net" to the Interim Consolidated

Financial Statements for further details.

(3) In 2021, natural disasters and catastrophic events pertains to the total

cost of plant repairs and utility charges in excess of historical averages

caused by Winter Storm Uri.

(4) Qualified spend recovery represents costs and expenses that were previously

(5) Legal charges pertains to litigation settlements, PFOA drinking water

treatment accruals, and other legal charges. For the three and six months

ended June 30, 2021, legal charges include $25 million associated with our

portion of the costs to enter into a Settlement Agreement, Limited

Release, Waiver and Covenant Not to Sue reflecting Chemours, DuPont,

Corteva, EID and the State of Delaware's agreement to settle and fully

(6) Environmental charges pertains to management's assessment of estimated

liabilities associated with certain non-recurring environmental

remediation expenses at various sites. In 2022, environmental charges

include $165 million primarily related to an update to the off-site

drinking water programs at Fayetteville and changes in estimates related

to the barrier wall constructions. In 2021, environmental charges include

16 - Commitments and Contingent Liabilities" to the Interim Consolidated

Financial Statements for further details.

(7) 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.

(8) 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

construction-in-progress assets acquired in exchange for the termination

of a contract with a third-party service provider at the Mining Solutions

facility in Gomez Palacio, Durango, Mexico. In December 2021, the assets

(1) Reconciliations of net income (loss) attributable to Chemours to Adjusted

EBITDA are provided on a quarterly basis. Refer to the preceding table for

(2) Total debt principal minus unamortized issue discounts of $5 million and $6

million and debt issuance costs of $25 million and $25 million at June 30,

(3) Average invested capital is based on a five-quarter trailing average of

The following table sets forth a reconciliation of our total debt principal, cash and cash equivalents, and Adjusted EBITDA to Net Leverage Ratio.

(1) Reconciliations of net income (loss) attributable to Chemours to Adjusted

EBITDA are provided on a quarterly basis. Refer to the preceding table for

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