Note 26. Guarantor Condensed Consolidating Financial Information

In connection with the issuance of the Notes by The Chemours Company (the Parent Issuer), this guarantor financial information is included in accordance with Rule 3-10 of Regulation S-X (“Rule 3-10”). The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured unsubordinated basis, in each case, subject to certain exceptions, by the Parent Issuer and by certain subsidiaries (together, the Guarantor Subsidiaries).

Each of the Guarantor Subsidiaries is 100% owned by the Company. None of the other subsidiaries of the Company, either direct or indirect, guarantee the Notes (together, the Non-Guarantor Subsidiaries). The Guarantor Subsidiaries of the Notes, excluding the Parent Issuer, will be automatically released from those guarantees upon the occurrence of certain customary release provisions.

The following condensed consolidating financial information is presented to comply with the Company’s requirements under Rule 3-10:

•

the Consolidating Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013;

•

the Consolidating Balance Sheets as of December 31, 2015 and 2014; and

•

the Consolidating Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013.

Condensed consolidating financial information of the Parent Issuer for the year ended December 31, 2013 did not exist as the Parent Issuer was not organized until February 18, 2014. As discussed in Note 2, Chemours did not operate as a separate, stand-alone entity for the full period covered by the Consolidated Financial Statements. Prior to our spin-off on July 1, 2015, Chemours operations were included in DuPont’s financial results in different legal forms, including but not limited to wholly-owned subsidiaries for which Chemours was the sole business, components of legal entities in which Chemours operated in conjunction with other DuPont businesses and a majority owned joint venture. For periods prior to July 1, 2015, the accompanying Condensed Consolidated Financial Information has been prepared from DuPont’s historical accounting records and is presented on a stand-alone basis as if the business operations had been conducted independently from DuPont.

The Condensed Consolidating Financial Information is presented using the equity method of accounting for its investments in 100% owned subsidiaries. Under the equity method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries cumulative results of operations, capital contributions, distributions and other equity changes. The elimination entries principally eliminate investments in subsidiaries and intercompany balances and transactions. The financial information in this note should be read in conjunction with the Consolidated Financial Statements presented and other notes related thereto contained in this Registration Statement on Form S-4.

The Company revised its Condensed Consolidating Statement of Comprehensive Income and of Cash Flows for the year ended December 31, 2015 to correct the presentation of certain intercompany activities, which were improperly classified among the Parent Issuer, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. These errors had no impact on the Condensed Consolidating Balance Sheet, Consolidated Financial Statements of the Company.

The Company assessed the materiality of these errors on the previously issued financial statements and concluded that the errors were not material to the Consolidated Financial Statements taken as a whole.

The impact of the revisions noted above is reflected in the following tables:

Condensed Consolidating Statements of Comprehensive (Loss) Income:

	Parent Issuer						Guarantor Subsidiaries						Non-Guarantor Subsidiaries						Eliminations and Adjustments
	As Reported			As Revised			As Reported			As Revised			As Reported			As Revised			As Reported			As Revised
Year Ended December 31, 2015
Net sales		$	—		$	—		$	4,067		$	4,044		$	3,200		$	3,269		$	(1,550)		$	(1,596)
Cost of goods sold			—			—			4,123			3,708			2,246			2,650			(1,607)			(1,596)
Gross (loss) profit			—			—			(56)			336			954			619			57			—
Selling, general and administrative expense			15			15			460			426			170			204			(13)			(13)
Equity in earnings of subsidiaries			(15)			(47)			—			—			—			—			15			47
Interest expense and other income, net			(106)			(74)			192			91			(107)			(75)			(57)			(20)
(Loss) income before income taxes			(136)			(136)			(734)			(413)			654			321			28			40
(Benefit from) provision for income taxes			(46)			(46)			(114)			(89)			54			40			8			(3)
Net (loss) income			(90)			(90)			(620)			(324)			600			281			20			43
Comprehensive (loss) income attributable to Chemours			(82)			(82)			(620)			(324)			348			29			20			43

Condensed Consolidating Statements of Cash Flows:

	Parent Issuer						Guarantor Subsidiaries						Non-Guarantor Subsidiaries						Eliminations and Adjustments
	As Reported			As Revised			As Reported			As Revised			As Reported			As Revised			As Reported			As Revised
Year Ended December 31, 2015
Cash flows from operating activities		$	(119)		$	(119)		$	(125)		$	171		$	440		$	121		$	(14)		$	9
Cash flows from investing activities			—			—			(446)			(446)			(253)			(253)			202			202
Cash flows from financing activities			119			119			666			370			90			409			(188)			(211)

Condensed Consolidating Statements of Comprehensive (Loss) Income

	Year Ended December 31, 2015
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales		$	—		$	4,044		$	3,269		$	(1,596)		$	5,717
Cost of goods sold			—			3,708			2,650			(1,596)			4,762
Gross (loss) profit			—			336			619			—			955
Selling, general and administrative expense			15			426			204			(13)			632
Research and development expense			—			95			2			—			97
Employee separation and asset related charges, net			—			295			38			—			333
Goodwill impairment			—			25			—			—			25
Total expenses			15			841			244			(13)			1,087
Equity in earnings of affiliates			—			1			21			—			22
Equity in net loss of subsidiaries			(47)			—			—			47			—
Interest expense, net			(131)			(1)			—			—			(132)
Intercompany interest income (expense), net			44			—			(44)			—			—
Other income (loss), net			13			92			(31)			(20)			54
(Loss) income before income taxes			(136)			(413)			321			40			(188)
(Benefit from) provision for income taxes			(46)			(89)			40			(3)			(98)
Net (loss) income			(90)			(324)			281			43			(90)
Less: Net income attributable to noncontrolling interests			—			—			—			—			—
Net (loss) income attributable to Chemours		$	(90)		$	(324)		$	281		$	43		$	(90)
Comprehensive (loss) income attributable to Chemours		$	(82)		$	(324)		$	29		$	43		$	(334)

Condensed Consolidating Statements of Comprehensive Income

	Year Ended December 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales		$	—		$	4,593		$	3,722		$	(1,883)		$	6,432
Cost of goods sold			—			3,863			3,093			(1,884)			5,072
Gross profit			—			730			629			1			1,360
Selling, general and administrative expense			—			429			256			—			685
Research and development expense			—			127			16			—			143
Employee separation and asset related charges, net			—			11			10			—			21
Total expenses			—			567			282			—			849
Equity in earnings of affiliates			—			—			20			—			20
Equity in earnings of subsidiaries			400			—			—			(400)			—
Other income (expense), net			—			80			(61)			—			19
Income before income taxes			400			243			306			(399)			550
Provision for income taxes			—			75			76			(2)			149
Net income			400			168			230			(397)			401
Less: Net income attributable to noncontrolling interests			—			—			1			—			1
Net income attributable to Chemours		$	400		$	168		$	229		$	(397)		$	400
Comprehensive income attributable to Chemours		$	400		$	168		$	229		$	(397)		$	400

Condensed Consolidating Statements of Comprehensive Income

	Year Ended December 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Net sales		$	—		$	5,066		$	3,690		$	(1,897)		$	6,859
Cost of goods sold			—			4,250			3,053			(1,908)			5,395
Gross profit			—			816			637			11			1,464
Selling, general and administrative expense			—			492			276			—			768
Research and development expense			—			147			17			—			164
Employee separation and asset related charges, net			—			—			2			—			2
Total expenses			—			639			295			—			934
Equity in earnings of affiliates			—			—			22			—			22
Other income (expense), net			—			48			(24)			—			24
Income before income taxes			—			225			340			11			576
Provision for income taxes			—			72			77			3			152
Net income			—			153			263			8			424
Less: Net income attributable to noncontrolling interests			—			—			1			—			1
Net income attributable to Chemours		$	—		$	153		$	262		$	8		$	423
Comprehensive income attributable to Chemours		$	—		$	153		$	262		$	8		$	423

Condensed Consolidating Balance Sheets

	Year Ended December 31, 2015
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Assets
Current assets:
Cash		$	—		$	95		$	271		$	—		$	366
Accounts and notes receivable–trade, net			—			344			515			—			859
Intercompany receivable			3			459			54			(516)			—
Inventories			—			493			501			(22)			972
Prepaid expenses and other			—			49			52			3			104
Total current assets			3			1,440			1,393			(535)			2,301
Property, plant and equipment			—			7,070			1,945			—			9,015
Less: Accumulated depreciation			—			(4,899)			(939)			—			(5,838)
Net property, plant and equipment			—			2,171			1,006			—			3,177
Goodwill			—			141			25			—			166
Other intangible assets, net			—			10			—			—			10
Investments in affiliates			—			9			127			—			136
Investment in subsidiaries			3,105			—			—			(3,105)			—
Intercompany notes receivable			1,150			—			—			(1,150)			—
Other assets			19			275			214			—			508
Total assets		$	4,277		$	4,046		$	2,765		$	(4,790)		$	6,298
Liabilities and equity
Current liabilities:
Accounts payable		$	—		$	637		$	336		$	—		$	973
Short-term borrowings and current maturities of long-term debt			15			24			—			—			39
Intercompany payable			202			54			260			(516)			—
Other accrued liabilities			21			287			146			—			454
Total current liabilities			238			1,002			742			(516)			1,466
Long-term debt			3,913			2			—			—			3,915
Other liabilities			—			456			97			—			553
Intercompany notes payable			—			—			1,150			(1,150)			—
Deferred income taxes			—			173			61			—			234
Total liabilities			4,151			1,633			2,050			(1,666)			6,168
Commitments and contingent liabilities
Equity
Total Chemours stockholder’s equity			126			2,413			711			(3,124)			126
Noncontrolling interests			—			—			4			—			4
Total equity			126			2,413			715			(3,124)			130
Total liabilities and equity		$	4,277		$	4,046		$	2,765		$	(4,790)		$	6,298

Condensed Consolidating Balance Sheets

	Year Ended December 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Adjustments			Consolidated
Assets
Current assets:
Cash		$	—		$	—		$	—		$	—		$	—
Accounts and notes receivable–trade, net			—			355			491			—			846
Intercompany receivable			—			316			42			(358)			—
Inventories			—			510			616			(74)			1,052
Prepaid expenses and other			—			12			16			15			43
Total current assets			—			1,193			1,165			(417)			1,941
Property, plant and equipment			—			7,107			2,175			—			9,282
Less: Accumulated depreciation			—			(4,848)			(1,126)			—			(5,974)
Net property, plant and equipment			—			2,259			1,049			—			3,308
Goodwill			—			170			28			—			198
Other intangible assets, net			—			11			—			—			11
Investments in affiliates			—			—			124			—			124
Investments in subsidiaries			3,669			—			—			(3,669)			—
Other assets			—			332			45			—			377
Total assets		$	3,669		$	3,965		$	2,411		$	(4,086)		$	5,959
Liabilities and equity
Current liabilities:
Accounts payable		$	—		$	614		$	432		$	—		$	1,046
Intercompany payable			—			42			316			(358)			—
Other accrued liabilities			—			248			104			—			352
Total current liabilities			—			904			852			(358)			1,398
Other liabilities			—			454			10			—			464
Deferred income taxes			—			380			44			—			424
Total liabilities			—			1,738			906			(358)			2,286
Commitments and contingent liabilities
Equity
Total Chemours stockholder’s equity			3,669			2,227			1,501			(3,728)			3,669
Noncontrolling interests			—			—			4			—			4
Total equity			3,669			2,227			1,505			(3,728)			3,673
Total liabilities and equity		$	3,669		$	3,965		$	2,411		$	(4,086)		$	5,959