| Segment Information |
Segment Information Chemours’ operations are classified into three reportable segments based on similar economic characteristics, the nature of products and production processes, end-use markets, channels of distribution and regulatory environment. Chemours’ reportable segments are Titanium Technologies, Fluoroproducts and Chemical Solutions. Corporate costs and certain legal and environmental expenses that are not aligned with the reportable segments and foreign exchange gains and losses are reflected in Corporate and Other. Segment sales include transfers to another reportable segment. Certain products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. These product transfers were limited and were not significant for each of the periods presented. Segment net assets include net working capital, net property, plant and equipment, and other non-current operating assets and liabilities of the segment. As of September 30, 2016, the Chemical Solutions net assets were reduced by approximately $415 in connection with the sale of the C&D and Sulfur businesses during the period ended September 30, 2016. See Note 6 for further details. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), is the primary measure of segment profitability used by the Chief Operating Decision Maker (“CODM”) and is defined as income (loss) before income taxes excluding the following: | | • | interest expense, depreciation and amortization, |
| | • | non-operating pension and other postretirement employee benefit costs, which represent the components of net periodic pension costs (income) excluding service cost component, |
| | • | exchange losses (gains), |
| | • | employee separation, asset-related charges and other charges, net, |
| | • | losses (gains) on sale of business or assets, and |
| | • | other items not considered indicative of our ongoing operational performance and expected to occur infrequently. |
The tables presented below reflect the reclassification of certain corporate costs, certain legal and environmental expenses that are not aligned with our reportable segments, and foreign exchange gains and losses from our reportable segments into Corporate and Other. All periods presented reflect the current definition of Adjusted EBITDA. | | | | | | | | | | | | | | | | | | | | | Three months ended September 30, | Titanium Technologies | | Fluoroproducts | | Chemical Solutions | | Corporate and Other | | Total | 2016 | |
| | |
| | | | | | | Net sales to external customers | $ | 625 |
| | $ | 591 |
| | $ | 182 |
| | $ | — |
| | $ | 1,398 |
| Adjusted EBITDA | 144 |
| | 143 |
| | 9 |
| | (28 | ) | | $ | 268 |
| Depreciation and amortization | 32 |
| | 26 |
| | 6 |
| | 9 |
| | 73 |
| | | | | | | | | | | 2015 | |
| | |
| | | | | | | Net sales to external customers | $ | 616 |
| | $ | 575 |
| | $ | 295 |
| | $ | — |
| | $ | 1,486 |
| Adjusted EBITDA | 80 |
| | 91 |
| | 8 |
| | (10 | ) | | 169 |
| Depreciation and amortization | 32 |
| | 23 |
| | 14 |
| | 1 |
| | 70 |
|
| | | | | | | | | | | | | | | | | | | | | Nine months ended September 30, | Titanium Technologies | | Fluoroproducts | | Chemical Solutions | | Corporate and Other | | Total | 2016 | |
| | |
| | | | | | | Net sales to external customers | $ | 1,742 |
| | $ | 1,695 |
| | $ | 641 |
| | $ | — |
| | $ | 4,078 |
| Adjusted EBITDA | 309 |
| | 333 |
| | 30 |
| | (89 | ) | | 583 |
| Depreciation and amortization | 87 |
| | 75 |
| | 24 |
| | 26 |
| | 212 |
| | | | | | | | | | | 2015 | |
| | |
| | | | | | | Net sales to external customers | $ | 1,803 |
| | $ | 1,715 |
| | $ | 839 |
| | $ | — |
| | $ | 4,357 |
| Adjusted EBITDA | 264 |
| | 220 |
| | 13 |
| | (56 | ) | | 441 |
| Depreciation and amortization | 95 |
| | 65 |
| | 40 |
| | 1 |
| | 201 |
|
The following is a tabular reconciliation of consolidated income (loss) before income taxes to Adjusted EBITDA: | | | | | | | | | | | | | | | | | | Three months ended September 30, | | Nine months ended September 30, | | 2016 | | 2015 | | 2016 | | 2015 | Income (loss) before income taxes | $ | 234 |
| | $ | (107 | ) | | $ | 262 |
| | $ | (67 | ) | Interest expense, net | 51 |
| | 51 |
| | 157 |
| | 79 |
| Depreciation and amortization | 73 |
| | 70 |
| | 212 |
| | 201 |
| Non-operating pension and other postretirement employee benefit (income) costs | (5 | ) | | (10 | ) | | (19 | ) | | 5 |
| Exchange losses (gains) | 17 |
| | (44 | ) | | 37 |
| | (47 | ) | Restructuring charges | 14 |
| | 139 |
| | 41 |
| | 200 |
| Asset related charges 1 | 46 |
| | 70 |
| | 109 |
| | 70 |
| Gain on sale of assets or business | (169 | ) | | — |
| | (258 | ) | | — |
| Transaction costs 2 | 2 |
| | — |
| | 18 |
| | — |
| Legal and other charges 3 | 5 |
| | — |
| | 24 |
| | — |
| Adjusted EBITDA | $ | 268 |
| | $ | 169 |
| | $ | 583 |
| | 441 |
|
| | 1 | The three and nine months ended September 30, 2016 includes $46 asset impairment of our Pascagoula Aniline facility (see Note 12) and other asset write-offs. The nine months ended September 30, 2016 also includes the $58 asset impairment in connection with the sale of the Sulfur business (see Note 6) and other asset write-offs, which were recorded in the second quarter of 2016. The three and nine months ended September 30, 2015 includes $25 of goodwill impairment (see Note 13) and $45 asset impairment of RMS facility (see Note 12). All of these charges are recorded in the Chemical Solutions segment. |
| | 2 | Includes accounting, legal and bankers transaction fees incurred related to the Company's strategic initiatives, which includes pre-sale transaction costs incurred in connection with the sale of the C&D and Sulfur businesses (see Note 6). |
| | 3 | Includes litigation settlements, water treatment accruals related to PFOA and lease termination charges. |
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