Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 30, 2019 | |
Cover page. | ||
Entity Central Index Key | 0001705682 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38176 | |
Entity Registrant Name | Venator Materials PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1373159 | |
Entity Address, Address Line One | Titanium House | |
Entity Address, Address Line Two | Hanzard Drive | |
Entity Address, Address Line Three | Wynyard Park | |
Entity Address, City or Town | Stockton-On-Tees | |
Entity Address, Postal Zip Code | TS22, 5FD | |
Entity Address, Country | GB | |
Country Region | 44 | |
City Area Code | 1740 | |
Local Phone Number | 608 001 | |
Title of 12(b) Security | Ordinary Shares, $0.001 par value per share | |
Trading Symbol | VNTR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 106,564,828 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 40 | $ 165 |
Accounts receivable (net of allowance for doubtful accounts of $4 and $5, respectively) | [1] | 358 | 351 |
Accounts receivable, allowance for doubtful accounts | 4 | 5 | |
Accounts receivable from affiliates | 8 | 0 | |
Inventories | [1] | 496 | 538 |
Prepaid expenses | 24 | 20 | |
Other current assets | 64 | 51 | |
Total current assets | 990 | 1,125 | |
Property, plant and equipment, net | [1] | 936 | 994 |
Operating lease right-of-use assets | [1] | 42 | |
Intangible assets, net | [1] | 22 | 16 |
Investment in unconsolidated affiliates | 84 | 83 | |
Deferred income taxes | 181 | 178 | |
Other noncurrent assets | 75 | 89 | |
Total assets | 2,330 | 2,485 | |
Current liabilities: | |||
Accounts payable | [1] | 273 | 382 |
Accounts payable to affiliates | 14 | 18 | |
Accrued liabilities | [1] | 108 | 135 |
Current operating lease liability | [1] | 8 | |
Current portion of debt | [1] | 16 | 8 |
Total current liabilities | 419 | 543 | |
Long-term debt | 737 | 740 | |
Operating lease liability | [1] | 35 | |
Other noncurrent liabilities | 260 | 313 | |
Noncurrent payable to affiliates | 34 | 34 | |
Total liabilities | 1,485 | 1,630 | |
Commitments and contingencies (Notes 12 and 13) | |||
Equity | |||
Ordinary shares $0.001 par value, 200 shares authorized, each, 107 and 106 issued and outstanding, respectively | $ 0 | $ 0 | |
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | |
Ordinary shares, issued (in shares) | 107,000,000 | 107,000,000 | |
Ordinary shares, outstanding (in shares) | 106,000,000 | 106,000,000 | |
Additional paid-in capital | $ 1,321 | $ 1,316 | |
Retained deficit | (97) | (96) | |
Accumulated other comprehensive loss | (387) | (373) | |
Total Venator Materials PLC shareholders' equity | 837 | 847 | |
Noncontrolling interest in subsidiaries | 8 | 8 | |
Total equity | 845 | 855 | |
Total liabilities and equity | 2,330 | 2,485 | |
Variable Interest Entity | |||
Cash and cash equivalents | [1] | 40 | 165 |
Accounts receivable, net | [1] | 358 | 351 |
Inventories | [1] | 496 | 538 |
Property, plant and equipment, net | [1] | 936 | 994 |
Operating lease right-of-use assets | [1] | 42 | |
Intangible assets, net | [1] | 22 | 16 |
Accounts payable | [1] | 273 | 382 |
Accrued liabilities | [1] | 108 | 135 |
Operating lease liability | [1] | 35 | |
Current portion of debt | [1] | 16 | 8 |
Consolidated VIE's | |||
Current assets: | |||
Cash and cash equivalents | 5 | 5 | |
Accounts receivable (net of allowance for doubtful accounts of $4 and $5, respectively) | 5 | 5 | |
Inventories | 1 | 1 | |
Property, plant and equipment, net | 5 | 5 | |
Operating lease right-of-use assets | 1 | ||
Intangible assets, net | 12 | 14 | |
Current liabilities: | |||
Accounts payable | 1 | 1 | |
Accrued liabilities | 2 | 4 | |
Current portion of debt | 2 | 2 | |
Operating lease liability | 1 | ||
Variable Interest Entity | |||
Cash and cash equivalents | 5 | 5 | |
Accounts receivable, net | 5 | 5 | |
Inventories | 1 | 1 | |
Property, plant and equipment, net | 5 | 5 | |
Operating lease right-of-use assets | 1 | ||
Intangible assets, net | 12 | 14 | |
Accounts payable | 1 | 1 | |
Accrued liabilities | 2 | 4 | |
Operating lease liability | 1 | ||
Current portion of debt | $ 2 | $ 2 | |
[1] | At September 30, 2019 and December 31, 2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 each of cash and cash equivalents; $5 each of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $1 and nil of operating lease right-of-use assets; $12 and $14 of intangible assets, net; $1 each of accounts payable; $2 and $4 of accrued liabilities; $1 and nil of operating lease liabilities; and $2 each of current portion of debt. See "Note 6. Variable Interest Entities." |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Trade sales, services and fees, net | $ 526 | $ 533 | $ 1,666 | $ 1,781 |
Cost of goods sold | 464 | 463 | 1,461 | 1,110 |
Operating expenses: | ||||
Selling, general and administrative | 45 | 52 | 138 | 162 |
Restructuring, impairment, and plant closing and transition costs | 12 | 428 | 24 | 573 |
Other operating expense (income), net | 5 | 5 | 12 | (8) |
Total operating expenses | 62 | 485 | 174 | 727 |
Operating (loss) income | 0 | (415) | 31 | (56) |
Interest expense | (13) | (14) | (40) | (41) |
Interest income | 3 | 4 | 9 | 11 |
Other income | 1 | 4 | 3 | 8 |
(Loss) income before income taxes | (9) | (421) | 3 | (78) |
Income tax (expense) benefit | (8) | 55 | 0 | (10) |
Net (loss) income | (17) | (366) | 3 | (88) |
Net income attributable to noncontrolling interests | (2) | (2) | (4) | (6) |
Net loss attributable to Venator | $ (19) | $ (368) | $ (1) | $ (94) |
Per Share Data: | ||||
Loss attributable to Venator Materials PLC ordinary shareholders, basic (in dollars per share) | $ (0.18) | $ (3.46) | $ (0.01) | $ (0.88) |
Loss attributable to Venator Materials PLC ordinary shareholders, diluted (in dollars per share) | $ (0.18) | $ (3.46) | $ (0.01) | $ (0.88) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (17) | $ (366) | $ 3 | $ (88) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment | (34) | 9 | (36) | (49) |
Pension and other postretirement benefits adjustments | 4 | 3 | 12 | 10 |
Hedging instruments | 5 | 0 | 10 | 5 |
Total other comprehensive (loss) income, net of tax | (25) | 12 | (14) | (34) |
Comprehensive loss | (42) | (354) | (11) | (122) |
Comprehensive income attributable to noncontrolling interest | (2) | (2) | (4) | (6) |
Comprehensive loss attributable to Venator | $ (44) | $ (356) | $ (15) | $ (128) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Subsidiaries |
Balance at the beginning of the period (shares) at Dec. 31, 2017 | 106 | |||||
Balance at the beginning of the period at Dec. 31, 2017 | $ 1,105 | $ 0 | $ 1,311 | $ 67 | $ (283) | $ 10 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 80 | 78 | 2 | |||
Other comprehensive income (loss), net of tax | 53 | 53 | ||||
Dividends paid to noncontrolling interests | (2) | (2) | ||||
Activity related to stock plans | 1 | 1 | ||||
Balance at the end of the period (shares) at Mar. 31, 2018 | 106 | |||||
Balance at the end of the period at Mar. 31, 2018 | 1,237 | $ 0 | 1,312 | 145 | (230) | 10 |
Balance at the beginning of the period (shares) at Dec. 31, 2017 | 106 | |||||
Balance at the beginning of the period at Dec. 31, 2017 | 1,105 | $ 0 | 1,311 | 67 | (283) | 10 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (88) | |||||
Other comprehensive income (loss), net of tax | (34) | (34) | ||||
Balance at the end of the period (shares) at Sep. 30, 2018 | 106 | |||||
Balance at the end of the period at Sep. 30, 2018 | 979 | $ 0 | 1,314 | (27) | (317) | 9 |
Balance at the beginning of the period (shares) at Mar. 31, 2018 | 106 | |||||
Balance at the beginning of the period at Mar. 31, 2018 | 1,237 | $ 0 | 1,312 | 145 | (230) | 10 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 198 | 196 | 2 | |||
Other comprehensive income (loss), net of tax | (99) | (99) | ||||
Dividends paid to noncontrolling interests | (3) | (3) | ||||
Activity related to stock plans | 1 | 1 | ||||
Balance at the end of the period (shares) at Jun. 30, 2018 | 106 | |||||
Balance at the end of the period at Jun. 30, 2018 | 1,334 | $ 0 | 1,313 | 341 | (329) | 9 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (366) | (368) | 2 | |||
Other comprehensive income (loss), net of tax | 12 | 12 | ||||
Dividends paid to noncontrolling interests | (2) | (2) | ||||
Activity related to stock plans | 1 | 1 | ||||
Balance at the end of the period (shares) at Sep. 30, 2018 | 106 | |||||
Balance at the end of the period at Sep. 30, 2018 | 979 | $ 0 | 1,314 | (27) | (317) | 9 |
Balance at the beginning of the period (shares) at Dec. 31, 2018 | 106 | |||||
Balance at the beginning of the period at Dec. 31, 2018 | 855 | $ 0 | 1,316 | (96) | (373) | 8 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (2) | (3) | 1 | |||
Other comprehensive income (loss), net of tax | 19 | 19 | ||||
Dividends paid to noncontrolling interests | (1) | (1) | ||||
Activity related to stock plans (shares) | 1 | |||||
Activity related to stock plans | 1 | 1 | ||||
Balance at the end of the period (shares) at Mar. 31, 2019 | 107 | |||||
Balance at the end of the period at Mar. 31, 2019 | 872 | $ 0 | 1,317 | (99) | (354) | 8 |
Balance at the beginning of the period (shares) at Dec. 31, 2018 | 106 | |||||
Balance at the beginning of the period at Dec. 31, 2018 | 855 | $ 0 | 1,316 | (96) | (373) | 8 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 3 | |||||
Other comprehensive income (loss), net of tax | (14) | (14) | ||||
Balance at the end of the period (shares) at Sep. 30, 2019 | 107 | |||||
Balance at the end of the period at Sep. 30, 2019 | 845 | $ 0 | 1,321 | (97) | (387) | 8 |
Balance at the beginning of the period (shares) at Mar. 31, 2019 | 107 | |||||
Balance at the beginning of the period at Mar. 31, 2019 | 872 | $ 0 | 1,317 | (99) | (354) | 8 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 22 | 21 | 1 | |||
Other comprehensive income (loss), net of tax | (8) | (8) | ||||
Dividends paid to noncontrolling interests | (2) | (2) | ||||
Activity related to stock plans (shares) | 0 | |||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (shares) at Jun. 30, 2019 | 107 | |||||
Balance at the end of the period at Jun. 30, 2019 | 886 | $ 0 | 1,319 | (78) | (362) | 7 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (17) | (19) | 2 | |||
Other comprehensive income (loss), net of tax | (25) | (25) | ||||
Dividends paid to noncontrolling interests | (1) | (1) | ||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (shares) at Sep. 30, 2019 | 107 | |||||
Balance at the end of the period at Sep. 30, 2019 | $ 845 | $ 0 | $ 1,321 | $ (97) | $ (387) | $ 8 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Activities: | ||
Net income (loss) | $ 3 | $ (88) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 82 | 102 |
Deferred income taxes | (5) | (6) |
Noncash restructuring and impairment charges | 5 | 539 |
Noncash loss (gain) on foreign currency transactions | 4 | (4) |
Other, net | 7 | 7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (28) | (14) |
Inventories | 27 | (67) |
Prepaid expenses | (5) | (9) |
Other current assets | (1) | (17) |
Other noncurrent assets | (1) | (1) |
Accounts payable | (72) | (18) |
Accrued liabilities | (16) | (94) |
Other noncurrent liabilities | (36) | (24) |
Net cash (used in) provided by operating activities | (36) | 306 |
Investing Activities: | ||
Capital expenditures | (110) | (272) |
Cash received from unconsolidated affiliates | 33 | 25 |
Investment in unconsolidated affiliates | (35) | (19) |
Cash received from notes receivable | 12 | 0 |
Other, net | (1) | 0 |
Net cash used in investing activities | (101) | (266) |
Financing Activities: | ||
Net borrowings on notes payable | 9 | 0 |
Repayment of third-party debt | (4) | (10) |
Proceeds from the termination of cross currency swap contracts | 15 | 0 |
Dividends paid to noncontrolling interests | (4) | (7) |
Other, net | 3 | 0 |
Net cash provided by (used in) financing activities | 13 | (17) |
Effect of exchange rate changes on cash | (1) | (10) |
Net change in cash and cash equivalents | (125) | 13 |
Cash and cash equivalents at beginning of period | 165 | 238 |
Cash and cash equivalents at end of period | 40 | 251 |
Supplemental cash flow information: | ||
Cash paid for interest | 41 | 41 |
Cash paid for income taxes | 4 | 28 |
Supplemental disclosure of noncash activities: | ||
Capital expenditures included in accounts payable as of September 30, 2019 and 2018, respectively | $ 28 | $ 50 |
General, Description of Busines
General, Description of Business, Recent Developments and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General, Description of Business, Recent Developments and Basis of Presentation | Note 1. General, Description of Business, Recent Developments and Basis of Presentation Description of Business Venator became an independent publicly traded company following our IPO and separation from Huntsman Corporation in August 2017. Venator operates in two segments: Titanium Dioxide and Performance Additives. The Titanium Dioxide segment primarily manufactures and sells TiO 2 , and operates eight TiO 2 manufacturing facilities across the globe. The Performance Additives segment manufactures and sells functional additives, color pigments, timber treatment and water treatment chemicals. This segment operates 16 manufacturing and processing facilities globally. Basis of Presentation Our unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes to consolidated and combined financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2018 for our Company. In the notes to unaudited condensed consolidated financial statements, all dollar and share amounts, except per share amounts, in tabulations are in millions unless otherwise indicated. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | Note 2. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted During the Period Effective January 1, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) using the modified retrospective approach which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The adoption of this ASU did not result in a cumulative effect adjustment to the opening balance of retained earnings. This ASU requires substantially all leases to be recognized on the balance sheet as right-of-use assets ("ROU assets") and lease obligations. Additional qualitative and quantitative disclosures are also required. Adoption of the new standard resulted in the recording of an operating lease ROU asset of $47 million and a lease liability of $49 million. The adoption of this ASU did not have a material impact on our condensed consolidated statements of operations or cash flows. Our accounting for finance leases remained substantially unchanged. We elected the following optional practical expedients allowed under the ASU: (i) we applied the package of practical expedients permitting entities not to reassess under the new standard our prior conclusions about lease identification, classification or initial direct costs for any leases existing prior to the effective date; (ii) we elected to account for lease and associated non-lease components as a single lease component for all asset classes with the exception of buildings and (iii) we do not recognize ROU assets and related lease obligations with lease terms of 12 months or less from the commencement date. In February 2018, the Financial Accounting Standards Board ("FASB") issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) . This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). This standard is effective for interim and annual reporting periods beginning after December 15, 2018. The adoption of this ASU did not have a material impact on our unaudited condensed consolidated statement of comprehensive income. Accounting Pronouncements Pending Adoption in Future Periods In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology with a methodology that reflects expected credit losses. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The new standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. We have completed our assessment and we do not anticipate this will have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20) . The amendments in this ASU add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This standard is effective for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. Since the ASU is related to disclosure requirements only, this adoption will not have a material impact on our consolidated financial statements. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 3. Leases We have leases for warehouses, office space, land, office equipment, production equipment and automobiles. ROU assets and lease obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets and liabilities are included in operating lease right-of-use assets, current operating lease liabilities, and operating lease liabilities on our condensed consolidated balance sheet. Finance leases ROU assets are included in property, plant and equipment, net, while finance lease liabilities are included in other non-current liabilities. As the implicit rate is not readily determinable in most of our lease arrangements, we use our incremental borrowing rate based on information available at the commencement date in order to determine the net present value of lease payments. We give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. We have lease agreements that contain lease and non-lease components. We determine if an arrangement is a lease or contains a lease at inception. Certain leases contain renewal options that can extend the term of the lease for one year or more. Our leases have remaining lease terms of up to 92 years, some of which include options to extend the lease term for up to 20 years. Options are recognized as part of our ROU assets and lease liabilities when it is reasonably certain that we will extend that option. Sublease arrangements and leases with residual value guarantees, sale leaseback terms or material restrictive covenants, are immaterial. Lease payments include fixed and variable lease components. Variable components are derived from usage or market-based indices, such as the consumer price index. As of September 30, 2019, we do not have leases initiated but not yet commenced which are expected to commence during the remainder of 2019. The components of lease expense were as follows: Lease Cost Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease cost $ 3 $ 10 Finance lease cost: Amortization of right-of-use assets — 1 Interest on lease liabilities — — Short-term lease cost — 1 Supplemental balance sheet information related to leases was as follows: Leases As of September 30, 2019 Assets Operating Lease Right-of-Use Assets $ 42 Finance Lease Right-of-Use Assets, at cost $ 13 Accumulated Depreciation (4) Finance Lease Right-of-Use Assets, net $ 9 Liabilities Operating Lease Obligation Current $ 8 Non-Current 35 Total Operating Lease Liabilities $ 43 Finance Lease Obligation Current $ 1 Non-Current 9 Total Finance Lease Liabilities $ 10 Cash paid for amounts included in the present value of operating lease liabilities were as follows: Cash Flow Information Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating cash flows from operating leases $ 3 $ 10 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — — Lease Term and Discount Rate As of September 30, 2019 Weighted average remaining lease term (years) Operating leases 12.7 Finance leases 7.1 Weighted average discount rate Operating leases 7.1 % Financing leases 5.2 % Maturities of lease liabilities were as follows: September 30, 2019 Operating Leases Finance Leases Total 2019 (remaining) $ 3 $ — $ 3 2020 10 2 12 2021 9 1 10 2022 7 1 8 2023 4 1 5 After 2023 40 7 47 Total lease payments $ 73 $ 12 $ 85 Less: Interest 30 2 32 Present value of lease liabilities $ 43 $ 10 $ 53 Disclosures related to periods prior to adoption of the New Lease Standard The total expense recorded under operating lease agreements in the consolidated and combined statements of operations was $16 million for the year ended December 31, 2018. Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: December 31, Operating Leases Capital Leases 2019 $ 13 $ 1 2020 11 2 2021 9 1 2022 6 1 2023 4 1 Thereafter 40 7 Total $ 83 $ 13 Less: Amounts representing interest 3 Present value of minimum lease payments $ 10 Less: Current portion of capital leases 1 Long-term portion of capital leases $ 9 |
Leases | Note 3. Leases We have leases for warehouses, office space, land, office equipment, production equipment and automobiles. ROU assets and lease obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets and liabilities are included in operating lease right-of-use assets, current operating lease liabilities, and operating lease liabilities on our condensed consolidated balance sheet. Finance leases ROU assets are included in property, plant and equipment, net, while finance lease liabilities are included in other non-current liabilities. As the implicit rate is not readily determinable in most of our lease arrangements, we use our incremental borrowing rate based on information available at the commencement date in order to determine the net present value of lease payments. We give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. We have lease agreements that contain lease and non-lease components. We determine if an arrangement is a lease or contains a lease at inception. Certain leases contain renewal options that can extend the term of the lease for one year or more. Our leases have remaining lease terms of up to 92 years, some of which include options to extend the lease term for up to 20 years. Options are recognized as part of our ROU assets and lease liabilities when it is reasonably certain that we will extend that option. Sublease arrangements and leases with residual value guarantees, sale leaseback terms or material restrictive covenants, are immaterial. Lease payments include fixed and variable lease components. Variable components are derived from usage or market-based indices, such as the consumer price index. As of September 30, 2019, we do not have leases initiated but not yet commenced which are expected to commence during the remainder of 2019. The components of lease expense were as follows: Lease Cost Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease cost $ 3 $ 10 Finance lease cost: Amortization of right-of-use assets — 1 Interest on lease liabilities — — Short-term lease cost — 1 Supplemental balance sheet information related to leases was as follows: Leases As of September 30, 2019 Assets Operating Lease Right-of-Use Assets $ 42 Finance Lease Right-of-Use Assets, at cost $ 13 Accumulated Depreciation (4) Finance Lease Right-of-Use Assets, net $ 9 Liabilities Operating Lease Obligation Current $ 8 Non-Current 35 Total Operating Lease Liabilities $ 43 Finance Lease Obligation Current $ 1 Non-Current 9 Total Finance Lease Liabilities $ 10 Cash paid for amounts included in the present value of operating lease liabilities were as follows: Cash Flow Information Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating cash flows from operating leases $ 3 $ 10 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — — Lease Term and Discount Rate As of September 30, 2019 Weighted average remaining lease term (years) Operating leases 12.7 Finance leases 7.1 Weighted average discount rate Operating leases 7.1 % Financing leases 5.2 % Maturities of lease liabilities were as follows: September 30, 2019 Operating Leases Finance Leases Total 2019 (remaining) $ 3 $ — $ 3 2020 10 2 12 2021 9 1 10 2022 7 1 8 2023 4 1 5 After 2023 40 7 47 Total lease payments $ 73 $ 12 $ 85 Less: Interest 30 2 32 Present value of lease liabilities $ 43 $ 10 $ 53 Disclosures related to periods prior to adoption of the New Lease Standard The total expense recorded under operating lease agreements in the consolidated and combined statements of operations was $16 million for the year ended December 31, 2018. Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: December 31, Operating Leases Capital Leases 2019 $ 13 $ 1 2020 11 2 2021 9 1 2022 6 1 2023 4 1 Thereafter 40 7 Total $ 83 $ 13 Less: Amounts representing interest 3 Present value of minimum lease payments $ 10 Less: Current portion of capital leases 1 Long-term portion of capital leases $ 9 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue We generate substantially all of our revenues through sales of inventory in the open market and via long-term supply agreements. At contract inception, we assess the goods promised in our contracts and identify a performance obligation for each promise to transfer to the customer a distinct good. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping, at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods. Sales, value added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We recognize these costs for shipping and handling when control over products have transferred to the customer as an expense in cost of goods sold. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less than one year. The following table disaggregates our revenue by major geographical region for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 192 $ 43 $ 235 $ 620 $ 147 $ 767 North America 80 53 133 245 175 420 Asia 85 23 108 269 66 335 Other 39 11 50 126 18 144 Total Revenues $ 396 $ 130 $ 526 $ 1,260 $ 406 $ 1,666 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 192 $ 48 $ 240 $ 661 $ 165 $ 826 North America 73 68 141 225 223 448 Asia 85 21 106 278 78 356 Other 39 7 46 136 15 151 Total Revenues $ 389 $ 144 $ 533 $ 1,300 $ 481 $ 1,781 The following table disaggregates our revenue by major product line for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 396 $ — $ 396 $ 1,260 $ — $ 1,260 Color Pigments — 65 65 — 205 205 Functional Additives — 29 29 — 94 94 Timber Treatment — 31 31 — 91 91 Water Treatment — 5 5 — 16 16 Total Revenues $ 396 $ 130 $ 526 $ 1,260 $ 406 $ 1,666 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 389 $ — $ 389 $ 1,300 $ — $ 1,300 Color Pigments — 71 71 — 237 237 Functional Additives — 34 34 — 114 114 Timber Treatment — 34 34 — 112 112 Water Treatment — 5 5 — 18 18 Total Revenues $ 389 $ 144 $ 533 $ 1,300 $ 481 $ 1,781 The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which may contain variable consideration such as discounts or rebates. We also give our customers a limited right to return products that have been damaged, do not satisfy their specifications, or for other specific reasons. Payment terms on product sales to our customers typically range from 30 days to 90 days. Although certain exceptions exist where standard payment terms are exceeded, these instances are infrequent and do not exceed one year. Discounts are allowed for some customers for early payment or if certain volume commitments are met. As our standard payment terms are less than one year, we have elected to not assess whether a contract has a significant financing component. In order to estimate the applicable variable consideration at the time of revenue recognition, we use historical and current trend information to estimate the amount of discounts, rebates, or returns to which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and accrued at the point of which revenue is recognized have not materially differed. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 December 31, 2018 Raw materials and supplies $ 159 $ 165 Work in process 47 56 Finished goods 290 317 Total $ 496 $ 538 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Variable Interest Entities | Note 6. Variable Interest Entities We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary: • Pacific Iron Products Sdn Bhd is our 50%-owned joint venture with Coogee Chemicals that manufactures products for Venator. It was determined that the activities that most significantly impact its economic performance are raw material supply, manufacturing and sales. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing. As a result, we concluded that we are the primary beneficiary. • Viance, LLC ("Viance") is our 50%-owned joint venture with DuPont de Nemours, Inc. Viance markets timber treatment products for Venator. We have determined that the activity that most significantly impacts Viance’s economic performance is manufacturing. The joint venture sources all of its products through a contract manufacturing arrangement at our Harrisburg, North Carolina facility and we bear a disproportionate amount of working capital risk of loss due to the supply arrangement whereby we control manufacturing on Viance’s behalf. As a result, we concluded that we are the primary beneficiary. Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at September 30, 2019, the joint ventures’ assets, liabilities and results of operations are included in Venator’s unaudited condensed consolidated financial statements. The revenues, income before income taxes and net cash provided by operating activities for our variable interest entities for the three and nine months ended September 30, 2019 and 2018 are as follows: Three months ended Nine months ended 2019 2018 2019 2018 Revenues $ 24 $ 28 $ 71 $ 94 Income before income taxes 2 3 7 11 Net cash provided by operating activities 4 2 10 14 |
Restructuring, Impairment, and
Restructuring, Impairment, and Plant Closing and Transition Costs | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment, and Plant Closing and Transition Costs | Note 7. Restructuring, Impairment, and Plant Closing and Transition Costs Venator has initiated various restructuring programs in an effort to reduce operating costs and maximize operating efficiency. Restructuring Activities Company-wide Restructuring In January 2019, we implemented a plan to reduce costs and improve efficiency of certain company-wide functions. As part of the program, we recorded restructuring expense of $1 million and $5 million for the three and nine months ended September 30, 2019, all of which related to workforce reductions. We expect that additional costs related to this plan will be immaterial. Titanium Dioxide Segment In July 2016, we implemented a plan to close our Umbogintwini, South Africa Titanium Dioxide manufacturing facility. As part of the program, we recorded restructuring expense of nil and $1 million, respectively, for the three and nine months ended September 30, 2019 and $1 million and $3 million for the three and nine months ended September 30, 2018, respectively, all of which related to plant shutdown costs. We expect further charges as part of this program to be immaterial. In March 2017, we implemented a plan to close the white end finishing and packaging operation of our Titanium Dioxide manufacturing facility at our Calais, France site. The announced plan follows the 2015 closure of the black end manufacturing operations and would result in the closure of the entire facility. As part of the program, we recorded restructuring expense of $3 million and $5 million for the three and nine months ended September 30, 2019, respectively, and $3 million and $12 million for the three and nine months ended September 30, 2018, respectively, all of which related to plant shutdown costs. We expect to incur additional plant shutdown costs of approximately $24 million through 2022. In September 2018, we implemented a plan to close our Pori, Finland Titanium Dioxide manufacturing facility. As part of the program, we recorded restructuring expense of $8 million for the three months ended September 30, 2019, of which $6 million was related to accelerated depreciation, $1 million related to employee benefits, and $1 million related to plant shutdown costs. This restructuring expense consists of a noncash expense of $6 million and $2 million of cash expense. We recorded restructuring expense of $11 million for the nine months ended September 30, 2019, of which a gain of $14 million related to early settlement of contractual obligation was offset by $17 million of accelerated depreciation, $5 million related to employee benefits, and $3 million related to plant shutdown costs. This restructuring expense consists of noncash net expense of $3 million and $8 million of cash expense. We recorded restructuring expense of approximately $415 million for the three and nine months ended September 30, 2018, each, of which $367 million was related to accelerated depreciation, $39 million was related to employee benefits, and $9 million was related to the write off of other assets. This restructuring expense consisted of $30 million of cash and $385 million of noncash charges. We expect to incur additional charges of approximately $114 million through the end of 2024, of which $19 million relates to accelerated depreciation, $86 million relates to plant shut down costs, $7 million relates to other employee costs and $2 million relates to the write off of other assets. Future charges consist of $21 million of noncash costs and $93 million of cash costs. Performance Additives Segment In September 2017, we implemented a plan to close our Performance Additives manufacturing facilities in St. Louis, Missouri and Easton, Pennsylvania. As part of the program, we recorded restructuring expense of nil for the three and nine months ended September 30, 2019. We recorded restructuring expense of $6 million and $13 million for the three and nine months ended September 30, 2018, respectively. We do not expect to incur any additional charges as part of this program. In August 2018, we implemented a plan to close our Performance Additives manufacturing site in Beltsville, Maryland. As part of the program, we recorded restructuring expense of nil and $2 million for the three and nine months ended September 30, 2019, all of which related to accelerated depreciation. We recorded restructuring expense of nil for the three and nine months ended September 30, 2018. We do not expect to incur any additional charges as part of this program. In May 2018, we implemented a plan to close portions of our Performance Additives manufacturing facility in Augusta, Georgia. As part of the program, we recorded restructuring expense of nil for the three and nine months ended September 30, 2019. We recorded restructuring expense of nil and $127 million for the three and nine months ended September 30, 2018, respectively, of which $125 million related to accelerated depreciation, $1 million related to other noncash charges and $1 million related to cash charges. We do not expect to incur any additional charges as part of this program. Accrued Restructuring and Plant Closing and Transition Costs As of September 30, 2019 and December 31, 2018, accrued restructuring and plant closing and transition costs by type of cost and year of initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued liabilities as of December 31, 2018 $ 32 $ — $ 32 2019 charges for 2018 and prior initiatives 6 9 15 2019 charges for 2019 initiatives 4 — 4 2019 payments for 2018 and prior initiatives (22) (8) (30) 2019 payments for 2019 initiatives (4) — (4) Foreign currency effect on liability balance (1) — (1) Accrued liabilities as of September 30, 2019 $ 15 $ 1 $ 16 Current portion of restructuring reserves 8 Long-term portion of restructuring reserve 8 (1) The total workforce reduction reserves of $15 million relate to the termination of 342 positions, of which 133 positions have been terminated but require future payment as of September 30, 2019. (2) Accrued liabilities remaining at September 30, 2019 and December 31, 2018 by year of initiatives were as follows: September 30, 2019 December 31, 2018 2017 initiatives and prior $ 6 $ 18 2018 initiatives 9 14 2019 initiatives 1 — Total $ 16 $ 32 Our restructuring accruals are all related to our Titanium Dioxide segment. Restructuring, Impairment and Plant Closing and Transition Costs Details with respect to major cost type of restructuring charges and impairment of assets for the three and nine months ended September 30, 2019 and 2018 by initiative are provided below: Three months ended Nine months ended September 30, 2019 September 30, 2019 Cash charges $ 5 $ 19 Early settlement of contractual obligation — (14) Accelerated depreciation 7 19 Total 2019 Restructuring, Impairment and Plant Closing and Transition Costs $ 12 $ 24 Three months ended Nine months ended September 30, 2018 September 30, 2018 Cash charges $ 22 $ 34 Pension related charges 24 24 Accelerated depreciation 373 505 Other noncash charges 9 10 Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs $ 428 $ 573 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt Outstanding debt, net of debt issuance costs of $14 million and $13 million as of September 30, 2019 and December 31, 2018, respectively, consisted of the following: September 30, 2019 December 31, 2018 Senior Notes $ 371 $ 370 Term Loan Facility 362 365 Other 20 13 Total debt 753 748 Less: short-term debt and current portion of long-term debt 16 8 Long-term debt $ 737 $ 740 The estimated fair value of the Senior Notes was $320 million and $300 million as of September 30, 2019 and December 31, 2018, respectively. The estimated fair value of the Term Loan Facility was $363 million and $355 million as of September 30, 2019 and December 31, 2018, respectively. The estimated fair values of the Senior Notes and the Term Loan Facility are based upon quoted market prices (Level 1). We had no aggregate principal outstanding under our ABL Facility as of September 30, 2019 and December 31, 2018, each. The weighted average interest rate on our outstanding balances under the Senior Notes and Term Loan Facility as of September 30, 2019 was approximately 5%. Senior Notes On July 14, 2017, our subsidiaries Venator Finance S.à.r.l. and Venator Materials LLC (the "Issuers") entered into an indenture in connection with the issuance of the Senior Notes. The Senior Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Senior Credit Facilities On August 8, 2017, we entered into the Senior Credit Facilities that provide for first lien senior secured financing of up to $675 million, consisting of: • the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and • the ABL Facility in an aggregate principal amount of up to $300 million, with a maturity of five years. The Term Loan Facility amortizes in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility and is paid quarterly. On June 20, 2019 the ABL Facility was increased to an aggregate principal amount of up to $350 million, with no change to the maturity dates. Availability to borrow the $350 million of commitments under the ABL Facility is subject to a borrowing base calculation comprised of accounts receivable and inventory in the U.S., Canada, the U.K., Germany and accounts receivable in France and Spain, that fluctuate and may be further impacted by the lenders’ discretionary ability to impose reserves and availability blocks that might otherwise incrementally increase borrowing availability. As a result, the aggregate amount available for extensions of credit under the ABL Facility at any time is the lesser of $350 million and the borrowing base calculated according to the formula described above minus the aggregate amount of extensions of credit outstanding under the ABL Facility at such time. Borrowings under the Term Loan Facility bear interest at a rate equal to, at Venator’s option, either (a) a London Interbank Offering Rate ("LIBOR") based rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs subject to an interest rate floor to be agreed or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case plus an applicable margin to be agreed upon. Borrowings under the ABL Facility bear interest at a variable rate equal to an applicable margin based on the applicable quarterly average excess availability under the ABL Facility plus either a LIBOR or a base rate. The applicable margin percentage is calculated and established once every three calendar months and varies from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the ABL Facility for the immediately preceding three-month period. Other Long-Term Obligations A note payable for $8 million, resulting from the acquisition of the intangible assets related to the paper laminates product line from Tronox Limited ("Tronox") on April 26, 2019, is included within accrued liabilities and other noncurrent liabilities on our unaudited condensed consolidated balance sheet at September 30, 2019. The note is payable in two equal installments payable annually through 2021. Guarantees All obligations under the Senior Credit Facilities are guaranteed by Venator and substantially all of our subsidiaries (the "Guarantors"), and are secured by substantially all of the assets of Venator and the Guarantors, in each case subject to certain exceptions. Lien priority as between the Term Loan Facility and the ABL Facility with respect to the collateral will be governed by an intercreditor agreement. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 9. Derivative Instruments and Hedging Activities To reduce cash flow volatility from foreign currency fluctuations, we enter into forward and swap contracts to hedge portions of cash flows of certain foreign currency transactions. We do not use derivative financial instruments for trading or speculative purposes. Cross-Currency Swaps In December 2017, we entered into three cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. Dollar denominated notes, including the semi-annual interest payments and the payment of remaining principal at maturity, to a fixed-rate, Euro denominated debt. The economic effect of the swap agreement was to eliminate the uncertainty of the cash flows in U.S. Dollars associated with the notes by exchanging a notional amount of $200 million at a fixed rate of 5.75% for €169 million with a fixed annual rate of 3.43%. These hedges were designated as cash flow hedges and the critical terms of the cross-currency swap agreements correspond to the underlying hedged item. These swaps mature in July 2022, which was the best estimate of the repayment date of the intercompany loans. In August 2019, we terminated the three cross-currency interest rate swaps entered into in 2017, resulting in cash proceeds of $15 million. Concurrently, we entered into three new cross-currency interest rate swaps which notionally exchanged $200 million at a fixed rate of 5.75% for €181 million on which a weighted average rate of 3.73% is payable. The cross-currency swaps have been designated as cash flow hedges of a fixed rate U.S. Dollar intercompany loan and the economic effect is to eliminate uncertainty on the U.S. Dollar cash flows. The cross-currency swaps are set to mature in July 2024, which is the best estimate of the repayment date on the intercompany loan. We formally assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transactions are highly effective in offsetting cash flows of the hedged item and we will continue to assess the relationship on an ongoing basis. We use the hypothetical derivative method in conjunction with regression analysis to measure effectiveness of our cross-currency swap agreement. The changes in the fair value of the swaps are deferred in other comprehensive income and subsequently recognized in other income in the unaudited condensed consolidated statement of operations when the hedged item impacts earnings. Cash flows related to our cross-currency swap that relate to our periodic interest settlement will be classified as operating activities and the cash flows that relates to principal balances will be designated as financing activities. The fair value of these hedges was $1 million and $6 million at September 30, 2019 and December 31, 2018, respectively, and was recorded as other noncurrent assets on our unaudited condensed consolidated balance sheets. We estimate the fair values of our cross-currency swaps by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, credit default swap rates and cross-currency basis swap spreads. The cross-currency swap has been classified as Level 2 because the fair value is based upon observable market-based inputs or unobservable inputs that are corroborated by market data. For the nine months ended September 30, 2019 and 2018, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $10 million and $5 million, respectively. As of September 30, 2019, accumulated other comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions. We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We continually monitor our position and the credit rating of our counterparties, and we do not anticipate nonperformance by the counterparties. Forward Currency Contracts Not Designated as Hedges We transact business in various foreign currencies and we enter into currency forward contracts to offset the risks associated with foreign currency exposure. At September 30, 2019 and December 31, 2018, we had $73 million and $89 million, respectively, notional amount (in U.S. Dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month. The contracts are valued using observable market rates (Level 2). |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes Venator uses the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on a tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions. We recorded income tax expense of $8 million and income tax benefit of $55 million for the three months ended September 30, 2019 and 2018, respectively, and income tax expense of nil and of $10 million for the nine months ended September 30, 2019 and 2018, respectively. Our tax expense is significantly affected by the mix of income and losses in tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For U.S. federal income tax purposes Huntsman recognized a gain as a result of the IPO and the separation to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses was increased. This basis step up gave rise to a deferred tax asset of $36 million that we recognized for the year ended December 31, 2017. Pursuant to the Tax Matters Agreement dated August 7, 2017, entered into by and among Venator Materials PLC and Huntsman (the "Tax Matters Agreement") at the time of the separation, we are required to make a future payment to Huntsman for any actual U.S. federal income tax savings we recognize as a result of any such basis increase for tax years through December 31, 2028. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately $34 million. As of September 30, 2019 and December 31, 2018, this "Noncurrent payable to affiliates" was $34 million, each, on our unaudited condensed consolidated balance sheets. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized and the corresponding basis increase, and could result in a higher liability for us under the Tax Matters Agreement. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11. Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing net income attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income available to Venator ordinary shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Basic and diluted earnings per share are determined using the following information: Three months ended Nine months ended 2019 2018 2019 2018 Numerator: Net loss attributable to Venator Materials PLC ordinary shareholders $ (19) $ (368) $ (1) $ (94) Denominator: Weighted average shares outstanding 106.6 106.4 106.5 106.4 Dilutive share-based awards — 0.3 — 0.4 Total weighted average shares outstanding, including dilutive shares 106.6 106.7 106.5 106.8 For the three and nine months ended September 30, 2019, the number of anti-dilutive employee share-based awards excluded from the computation of diluted earnings per share was 2 million, each. For the three and nine months ended September 30, 2018, the number of anti-dilutive employee share-based awards excluded from the computation of dilutive earnings per share was nil, each. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Legal Proceedings Shareholder Litigation On February 8, 2019 we, certain of our executive officers, Huntsman and certain banks who acted as underwriters in connection with our IPO and secondary offering were named as defendants in a proposed class action civil suit filed in the District Court for the State of Texas, Dallas County (the "Dallas District Court"), by an alleged purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on November 30, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding the impact to our operations, and prospects for restoration thereof, resulting from the fire that occurred at our Pori, Finland manufacturing facility, among other allegations. Additional complaints making substantially the same allegations were filed in the Dallas District Court by the Firemen's Retirement System of St. Louis on March 4, 2019 and by Oscar Gonzalez on March 13, 2019, with the third case naming two of our directors as additional defendants. A fourth case was filed in the U.S. District Court for the Southern District of New York by the City of Miami General Employees' & Sanitation Employees' Retirement Trust on July 31, 2019, making substantially the same allegations, adding claims under sections 10(b) and 20(a) of the U.S. Exchange Act, and naming all of our directors as additional defendants. A fifth case, filed by Bonnie Yoon Bishop in the U.S. District Court for the Southern District of New York, was voluntarily dismissed without prejudice on October 7, 2019. A sixth case was filed in the U.S. District Court for the Southern District of Texas by the Cambria County Employees Retirement System on September 13, 2019, making substantially the same allegations as those made by the plaintiff in the case pending in the Southern District of New York. The plaintiffs in these cases seek to determine that the proceedings should be certified as class actions and to obtain alleged compensatory damages, costs, rescission and equitable relief. The cases filed in the Dallas District Court have been consolidated into a single action, In re Venator Materials PLC Securities Litigation . On October 29, 2019, the U.S. District Court for the Southern District of New York entered an order transferring the case brought by the city of Miami General Employees' & Sanitation Employees' Retirement Trust to the U.S. District Court for the Southern District of Texas, where we expect it to be consolidated with the case brought by the Cambria County Employees' Retirement Trust. On May 8, 2019, we filed a “special appearance” in the Dallas District Court action contesting the court’s jurisdiction over the Company and a motion to transfer venue to Montgomery County, Texas and on June 7, 2019 we and certain defendants filed motions to dismiss. On July 9, 2019, a hearing was held on certain of these motions, which were subsequently denied. On October 3, 2019, a hearing was held on our motion to dismiss under the Texas Citizens Participation Act, which was subsequently denied. On October 22, 2019, we and other defendants filed a Petition for Writ of Mandamus in the Court of Appeals for the Fifth District of Texas seeking relief from the Dallas District Court’s denial of defendants’ Rule 91a motions to dismiss. We also intend to appeal the denial of our motion to dismiss under the Texas Citizens Participation Act. We may be required to indemnify our executive officers and directors, Huntsman, and the banks who acted as underwriters in our IPO and secondary offerings, for losses incurred by them in connection with these matters pursuant to our agreements with such parties. Because of the early stage of this litigation, we are unable to reasonably estimate any possible loss or range of loss and we have not accrued for a loss contingency with regard to these matters. Tronox Litigation On April 26, 2019, we acquired intangible assets related to the European paper laminates product line from Tronox. A separate agreement with Tronox entered into on July 14, 2018 requires that Tronox promptly pay us a “break fee” of $75 million upon the consummation of Tronox’s merger with The National Titanium Dioxide Company Limited (“Cristal”) once the sale of the European paper laminates business to us was consummated, if the sale of Cristal’s Ashtabula manufacturing complex to us was not completed. The deadline for such payment was May 13, 2019. On April 26, 2019, Tronox publicly stated that it believes it is not obligated to pay the break fee. On May 14, 2019, we commenced a lawsuit in the Delaware Superior Court against Tronox arising from Tronox's breach of its obligation to pay the break fee. We are seeking a judgment for $75 million, plus pre- and post-judgment interest, and reasonable attorneys' fees and costs. On June 17, 2019, Tronox filed an answer denying that it is obligated to pay the break fee and asserting affirmative defenses and counterclaims of approximately $400 million, alleging that we failed to negotiate the purchase of the Ashtabula complex in good faith. Discovery is ongoing in this matter. Because of the early stage of this litigation, we are unable to reasonably estimate any possible gain, loss or range of gain or loss and we have not made any accrual with regard to this matter. Neste Engineering Services Matter We are party to an arbitration proceeding initiated by Neste Engineering Services Oy (“NES”) on December 19, 2018 for payment of invoices allegedly due of approximately €14 million in connection with the delivery of services by NES to the Company in respect of the Pori site rebuild project. We are contesting the validity of these invoices and filed counterclaims against NES on March 8, 2019. The timetable for the arbitration has not yet been set. On July 2, 2019, NES separately instigated a lawsuit in Finland for €1.6 million of unpaid invoices, which we also intend to contest. We are fully accrued for these invoices and they are reflected in our unaudited condensed consolidated balance sheet as of September 30, 2019. Calais Pipeline Matter The Region Hauts-de-France (the “Region”) has issued two duplicate title perception demands against us requiring repayment of €12 million. This sum was previously paid to us by the Region under a settlement agreement, pursuant to which we were required to move an effluent pipeline at our Calais site. We filed claims with the Administrative Court in Lille, France on February 14, 2018 and April 12, 2018, requesting orders that the demands be set aside, which suspended enforcement of the demands. On July 12, 2018, the court set aside the first demand. The second demand remains suspended, but in dispute. The parties have lodged various arguments and responses regarding the second demand with the court. The court continues to consider the matter and we anticipate that a hearing on the matter might be held during the first half of 2020. We do not believe a loss is probable and have not made an accrual with respect to this matter. Other Proceedings We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in these unaudited condensed consolidated financial statements, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity. |
Environmental, Health and Safet
Environmental, Health and Safety Matters | 9 Months Ended |
Sep. 30, 2019 | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | |
Environmental, Health and Safety Matters | Note 13. Environmental, Health and Safety Matters Environmental, Health and Safety Capital Expenditures We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the nine months ended September 30, 2019 and September 30, 2018, our capital expenditures for EHS matters totaled $18 million and $5 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws. Environmental Reserves We accrue liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs, and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology, and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. As of September 30, 2019 and December 31, 2018, we had environmental reserves of $9 million and $12 million, respectively. Environmental Matters We have incurred, and we may in the future incur, liabilities to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources. In the EU, the Environmental Liability Directive (Directive 2004/35/EC) has established a framework based on the "polluter pays" principle for the prevention and remediation of environmental damage, which establishes measures to prevent and remedy environmental damage. The directive defines "environmental damage" as damage to protected species and natural habitats, damage to water and damage to soil. Operators carrying out dangerous activities listed in the Directive are strictly liable for remediation, even if they are not at fault or negligent. Under EU Directive 2010/75/EU on industrial emissions, permitted facility operators may be liable for significant pollution of soil and groundwater over the lifetime of the activity concerned. We are in the process of plant closures at facilities in the EU and liability to investigate and clean up waste or contamination may arise during the surrender of operators' permits at these locations under the directive and associated legislation such as the Water Framework Directive (Directive 2000/60/EC) and the Groundwater Directive (Directive 2006/118/EC). Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such as those in effect in France, can hold past owners and/or operators liable for remediation at former facilities. We have not been notified by third parties of claims against us for cleanup liabilities at former facilities or third-party sites, including, but not limited to, sites listed under CERCLA. Under the Resource Conservation and Recovery Act in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal and we have made accruals for related remediation activity. We are aware of soil, groundwater or surface contamination from past operations at some of our sites and have made accruals for related remediation activity, and we may find contamination at other sites in the future. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities. Pori Remediation In connection with our previously announced intention to close our TiO 2 manufacturing facility in Pori, Finland, we expect to incur environmental costs related to the cleanup of the facility upon its eventual closure, including remediation and closure costs. While we do not currently have enough information to be able to estimate the range of potential costs for the closure of this facility, these costs could be material to our unaudited condensed consolidated financial statements. |
Other Comprehensive Income
Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Other Comprehensive Income | Note 14. Other Comprehensive Income Other comprehensive income consisted of the following: Foreign currency translation adjustment (a) Pension and other postretirement benefits adjustments net of tax (b) Other comprehensive loss of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2019 $ (96) $ (278) $ (5) $ 6 $ (373) $ — $ (373) Other comprehensive (loss) income before reclassifications, gross (36) — — 10 (26) — (26) Tax benefit — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 12 — — 12 — 12 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (36) 12 — 10 (14) — (14) Ending balance, September 30, 2019 $ (132) $ (266) $ (5) $ 16 $ (387) $ — $ (387) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Other comprehensive loss of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2018 $ (6) $ (267) $ (5) $ (5) $ (283) $ — $ (283) Other comprehensive (loss) income before reclassifications, gross (49) — — 5 (44) — (44) Tax benefit — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 10 — — 10 — 10 Tax expense — — — — — — — Net current-period other (loss) comprehensive income (49) 10 — 5 (34) — (34) Ending balance, September 30, 2018 $ (55) $ (257) $ (5) $ — $ (317) $ — $ (317) (a) Amounts are net of tax of nil as of September 30, 2019 and January 1, 2019, each. (b) Amounts are net of tax of $50 million as of September 30, 2019 and January 1, 2019, each. (c) See table below for details about the amounts reclassified from accumulated other comprehensive loss. (d) Amounts are net of tax of nil as of September 30, 2018 and January 1, 2018, each. (e) Amounts are net of tax of $52 million as of September 30, 2018 and January 1, 2018, each. Three months ended Nine months ended Affected line item in the statement where net income is presented 2019 2018 2019 2018 Details about Accumulated Other Comprehensive Loss Components (a) : Amortization of pension and other postretirement benefits: Actuarial loss $ 3 $ 3 $ 11 $ 10 Other income Prior service credit 1 — 1 — Other income Total amortization 4 3 12 10 Total before tax Income tax expense — — — — Income tax expense Total reclassifications for the period $ 4 $ 3 $ 12 $ 10 Net of tax (a) Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations. |
Operating Segment Information
Operating Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Operating Segment Information | Note 15. Operating Segment Information We derive our revenues, earnings and cash flows from the manufacture and sale of TiO 2 , functional additives, color pigments, timber treatment and water treatment chemicals. We have reported our operations through our two segments, Titanium Dioxide and Performance Additives, and organized our business and derived our operating segments around differences in product lines. The major product groups of each reportable operating segment are as follows: Segment Product Group Titanium Dioxide titanium dioxide Performance Additives functional additives, color pigments, timber treatment and water treatment chemicals Sales between segments are generally recognized at external market prices and are eliminated in consolidation. Adjusted EBITDA is presented as a measure of the financial performance of our global business units and for reporting the results of our operating segments. The revenues and adjusted EBITDA for each of the two reportable operating segments are as follows: Three months ended Nine months ended 2019 2018 2019 2018 Revenues: Titanium Dioxide $ 396 $ 389 $ 1,260 $ 1,300 Performance Additives 130 144 406 481 Total $ 526 $ 533 $ 1,666 $ 1,781 Adjusted EBITDA (1) Titanium Dioxide $ 51 $ 75 $ 167 $ 365 Performance Additives 13 12 44 59 64 87 211 424 Corporate and Other (14) (10) (40) (33) Total 50 77 171 391 Reconciliation of adjusted EBITDA to net income: Interest expense (13) (14) (40) (41) Interest income 3 4 9 11 Income tax (expense) benefit (8) 55 — (10) Depreciation and amortization (27) (33) (82) (102) Net income attributable to noncontrolling interests 2 2 4 6 Other adjustments: Business acquisition and integration expenses (2) (5) (3) (9) Separation expense, net — — — (1) Loss on disposition of business/assets (1) — (1) (2) Certain legal settlements and related expenses (2) — (3) — Amortization of pension and postretirement actuarial losses (3) (3) (11) (10) Net plant incident (costs) credits (4) (21) (17) 252 Restructuring, impairment and plant closing and transition costs (12) (428) (24) (573) Net (loss) income $ (17) $ (366) $ 3 $ (88) (1) Adjusted EBITDA is defined as net income/loss of Venator before interest expense, interest income, income tax expense/benefit, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses/adjustments; (b) separation expense/gain, net; (c) loss/gain on disposition of business/assets; (d) certain legal settlements and related expenses/gains; (e) amortization of pension and postretirement actuarial losses/gains; (f) net plant incident costs/credits; and (g) restructuring, impairment, and plant closing and transition costs/credits. |
General, Description of Busin_2
General, Description of Business, Recent Developments and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes to consolidated and combined financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2018 for our Company. In the notes to unaudited condensed consolidated financial statements, all dollar and share amounts, except per share amounts, in tabulations are in millions unless otherwise indicated. |
Recently Issued Accounting Pronouncements | Accounting Pronouncements Adopted During the Period Effective January 1, 2019, we adopted Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) using the modified retrospective approach which applies the provisions of the standard at the effective date without adjusting the comparative periods presented. The adoption of this ASU did not result in a cumulative effect adjustment to the opening balance of retained earnings. This ASU requires substantially all leases to be recognized on the balance sheet as right-of-use assets ("ROU assets") and lease obligations. Additional qualitative and quantitative disclosures are also required. Adoption of the new standard resulted in the recording of an operating lease ROU asset of $47 million and a lease liability of $49 million. The adoption of this ASU did not have a material impact on our condensed consolidated statements of operations or cash flows. Our accounting for finance leases remained substantially unchanged. We elected the following optional practical expedients allowed under the ASU: (i) we applied the package of practical expedients permitting entities not to reassess under the new standard our prior conclusions about lease identification, classification or initial direct costs for any leases existing prior to the effective date; (ii) we elected to account for lease and associated non-lease components as a single lease component for all asset classes with the exception of buildings and (iii) we do not recognize ROU assets and related lease obligations with lease terms of 12 months or less from the commencement date. In February 2018, the Financial Accounting Standards Board ("FASB") issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) . This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). This standard is effective for interim and annual reporting periods beginning after December 15, 2018. The adoption of this ASU did not have a material impact on our unaudited condensed consolidated statement of comprehensive income. Accounting Pronouncements Pending Adoption in Future Periods In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology with a methodology that reflects expected credit losses. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The new standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. We have completed our assessment and we do not anticipate this will have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20) . The amendments in this ASU add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This standard is effective for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. Since the ASU is related to disclosure requirements only, this adoption will not have a material impact on our consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease Cost | The components of lease expense were as follows: Lease Cost Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating lease cost $ 3 $ 10 Finance lease cost: Amortization of right-of-use assets — 1 Interest on lease liabilities — — Short-term lease cost — 1 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Leases As of September 30, 2019 Assets Operating Lease Right-of-Use Assets $ 42 Finance Lease Right-of-Use Assets, at cost $ 13 Accumulated Depreciation (4) Finance Lease Right-of-Use Assets, net $ 9 Liabilities Operating Lease Obligation Current $ 8 Non-Current 35 Total Operating Lease Liabilities $ 43 Finance Lease Obligation Current $ 1 Non-Current 9 Total Finance Lease Liabilities $ 10 |
Lease Cost | Cash paid for amounts included in the present value of operating lease liabilities were as follows: Cash Flow Information Three months ended September 30, 2019 Nine months ended September 30, 2019 Operating cash flows from operating leases $ 3 $ 10 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — — |
Supplemental Balance Sheet Information | Lease Term and Discount Rate As of September 30, 2019 Weighted average remaining lease term (years) Operating leases 12.7 Finance leases 7.1 Weighted average discount rate Operating leases 7.1 % Financing leases 5.2 % |
Operating Lease Liability Maturities | Maturities of lease liabilities were as follows: September 30, 2019 Operating Leases Finance Leases Total 2019 (remaining) $ 3 $ — $ 3 2020 10 2 12 2021 9 1 10 2022 7 1 8 2023 4 1 5 After 2023 40 7 47 Total lease payments $ 73 $ 12 $ 85 Less: Interest 30 2 32 Present value of lease liabilities $ 43 $ 10 $ 53 |
Finance Lease Liability Maturities | Maturities of lease liabilities were as follows: September 30, 2019 Operating Leases Finance Leases Total 2019 (remaining) $ 3 $ — $ 3 2020 10 2 12 2021 9 1 10 2022 7 1 8 2023 4 1 5 After 2023 40 7 47 Total lease payments $ 73 $ 12 $ 85 Less: Interest 30 2 32 Present value of lease liabilities $ 43 $ 10 $ 53 |
Operating Lease Minimum Payments As Of Prior Period | Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: December 31, Operating Leases Capital Leases 2019 $ 13 $ 1 2020 11 2 2021 9 1 2022 6 1 2023 4 1 Thereafter 40 7 Total $ 83 $ 13 Less: Amounts representing interest 3 Present value of minimum lease payments $ 10 Less: Current portion of capital leases 1 Long-term portion of capital leases $ 9 |
Capital Lease Minimum Payments As Of Prior Period | Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: December 31, Operating Leases Capital Leases 2019 $ 13 $ 1 2020 11 2 2021 9 1 2022 6 1 2023 4 1 Thereafter 40 7 Total $ 83 $ 13 Less: Amounts representing interest 3 Present value of minimum lease payments $ 10 Less: Current portion of capital leases 1 Long-term portion of capital leases $ 9 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenue by major geographical region for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 192 $ 43 $ 235 $ 620 $ 147 $ 767 North America 80 53 133 245 175 420 Asia 85 23 108 269 66 335 Other 39 11 50 126 18 144 Total Revenues $ 396 $ 130 $ 526 $ 1,260 $ 406 $ 1,666 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 192 $ 48 $ 240 $ 661 $ 165 $ 826 North America 73 68 141 225 223 448 Asia 85 21 106 278 78 356 Other 39 7 46 136 15 151 Total Revenues $ 389 $ 144 $ 533 $ 1,300 $ 481 $ 1,781 The following table disaggregates our revenue by major product line for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 396 $ — $ 396 $ 1,260 $ — $ 1,260 Color Pigments — 65 65 — 205 205 Functional Additives — 29 29 — 94 94 Timber Treatment — 31 31 — 91 91 Water Treatment — 5 5 — 16 16 Total Revenues $ 396 $ 130 $ 526 $ 1,260 $ 406 $ 1,666 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 389 $ — $ 389 $ 1,300 $ — $ 1,300 Color Pigments — 71 71 — 237 237 Functional Additives — 34 34 — 114 114 Timber Treatment — 34 34 — 112 112 Water Treatment — 5 5 — 18 18 Total Revenues $ 389 $ 144 $ 533 $ 1,300 $ 481 $ 1,781 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at September 30, 2019 and December 31, 2018 consisted of the following: September 30, 2019 December 31, 2018 Raw materials and supplies $ 159 $ 165 Work in process 47 56 Finished goods 290 317 Total $ 496 $ 538 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Schedule of financial information of VIE's | The revenues, income before income taxes and net cash provided by operating activities for our variable interest entities for the three and nine months ended September 30, 2019 and 2018 are as follows: Three months ended Nine months ended 2019 2018 2019 2018 Revenues $ 24 $ 28 $ 71 $ 94 Income before income taxes 2 3 7 11 Net cash provided by operating activities 4 2 10 14 |
Restructuring, Impairment, an_2
Restructuring, Impairment, and Plant Closing and Transition Costs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of accrued restructuring, impairment and plant closing costs by type of cost and initiative | As of September 30, 2019 and December 31, 2018, accrued restructuring and plant closing and transition costs by type of cost and year of initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued liabilities as of December 31, 2018 $ 32 $ — $ 32 2019 charges for 2018 and prior initiatives 6 9 15 2019 charges for 2019 initiatives 4 — 4 2019 payments for 2018 and prior initiatives (22) (8) (30) 2019 payments for 2019 initiatives (4) — (4) Foreign currency effect on liability balance (1) — (1) Accrued liabilities as of September 30, 2019 $ 15 $ 1 $ 16 Current portion of restructuring reserves 8 Long-term portion of restructuring reserve 8 (1) The total workforce reduction reserves of $15 million relate to the termination of 342 positions, of which 133 positions have been terminated but require future payment as of September 30, 2019. (2) Accrued liabilities remaining at September 30, 2019 and December 31, 2018 by year of initiatives were as follows: September 30, 2019 December 31, 2018 2017 initiatives and prior $ 6 $ 18 2018 initiatives 9 14 2019 initiatives 1 — Total $ 16 $ 32 |
Schedule of accrued liabilities by year of initiatives | Accrued liabilities remaining at September 30, 2019 and December 31, 2018 by year of initiatives were as follows: September 30, 2019 December 31, 2018 2017 initiatives and prior $ 6 $ 18 2018 initiatives 9 14 2019 initiatives 1 — Total $ 16 $ 32 |
Schedule of cash and noncash restructuring charges by initiative | Details with respect to major cost type of restructuring charges and impairment of assets for the three and nine months ended September 30, 2019 and 2018 by initiative are provided below: Three months ended Nine months ended September 30, 2019 September 30, 2019 Cash charges $ 5 $ 19 Early settlement of contractual obligation — (14) Accelerated depreciation 7 19 Total 2019 Restructuring, Impairment and Plant Closing and Transition Costs $ 12 $ 24 Three months ended Nine months ended September 30, 2018 September 30, 2018 Cash charges $ 22 $ 34 Pension related charges 24 24 Accelerated depreciation 373 505 Other noncash charges 9 10 Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs $ 428 $ 573 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | Outstanding debt, net of debt issuance costs of $14 million and $13 million as of September 30, 2019 and December 31, 2018, respectively, consisted of the following: September 30, 2019 December 31, 2018 Senior Notes $ 371 $ 370 Term Loan Facility 362 365 Other 20 13 Total debt 753 748 Less: short-term debt and current portion of long-term debt 16 8 Long-term debt $ 737 $ 740 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | Basic and diluted earnings per share are determined using the following information: Three months ended Nine months ended 2019 2018 2019 2018 Numerator: Net loss attributable to Venator Materials PLC ordinary shareholders $ (19) $ (368) $ (1) $ (94) Denominator: Weighted average shares outstanding 106.6 106.4 106.5 106.4 Dilutive share-based awards — 0.3 — 0.4 Total weighted average shares outstanding, including dilutive shares 106.6 106.7 106.5 106.8 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Schedule of other comprehensive income (loss) | Other comprehensive income consisted of the following: Foreign currency translation adjustment (a) Pension and other postretirement benefits adjustments net of tax (b) Other comprehensive loss of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2019 $ (96) $ (278) $ (5) $ 6 $ (373) $ — $ (373) Other comprehensive (loss) income before reclassifications, gross (36) — — 10 (26) — (26) Tax benefit — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 12 — — 12 — 12 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (36) 12 — 10 (14) — (14) Ending balance, September 30, 2019 $ (132) $ (266) $ (5) $ 16 $ (387) $ — $ (387) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Other comprehensive loss of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2018 $ (6) $ (267) $ (5) $ (5) $ (283) $ — $ (283) Other comprehensive (loss) income before reclassifications, gross (49) — — 5 (44) — (44) Tax benefit — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 10 — — 10 — 10 Tax expense — — — — — — — Net current-period other (loss) comprehensive income (49) 10 — 5 (34) — (34) Ending balance, September 30, 2018 $ (55) $ (257) $ (5) $ — $ (317) $ — $ (317) (a) Amounts are net of tax of nil as of September 30, 2019 and January 1, 2019, each. (b) Amounts are net of tax of $50 million as of September 30, 2019 and January 1, 2019, each. (c) See table below for details about the amounts reclassified from accumulated other comprehensive loss. (d) Amounts are net of tax of nil as of September 30, 2018 and January 1, 2018, each. (e) Amounts are net of tax of $52 million as of September 30, 2018 and January 1, 2018, each. |
Schedule of details about reclassifications from other comprehensive loss | Three months ended Nine months ended Affected line item in the statement where net income is presented 2019 2018 2019 2018 Details about Accumulated Other Comprehensive Loss Components (a) : Amortization of pension and other postretirement benefits: Actuarial loss $ 3 $ 3 $ 11 $ 10 Other income Prior service credit 1 — 1 — Other income Total amortization 4 3 12 10 Total before tax Income tax expense — — — — Income tax expense Total reclassifications for the period $ 4 $ 3 $ 12 $ 10 Net of tax (a) Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations. |
Operating Segment Information (
Operating Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segments | The major product groups of each reportable operating segment are as follows: Segment Product Group Titanium Dioxide titanium dioxide Performance Additives functional additives, color pigments, timber treatment and water treatment chemicals |
Schedule of segments | The revenues and adjusted EBITDA for each of the two reportable operating segments are as follows: Three months ended Nine months ended 2019 2018 2019 2018 Revenues: Titanium Dioxide $ 396 $ 389 $ 1,260 $ 1,300 Performance Additives 130 144 406 481 Total $ 526 $ 533 $ 1,666 $ 1,781 Adjusted EBITDA (1) Titanium Dioxide $ 51 $ 75 $ 167 $ 365 Performance Additives 13 12 44 59 64 87 211 424 Corporate and Other (14) (10) (40) (33) Total 50 77 171 391 Reconciliation of adjusted EBITDA to net income: Interest expense (13) (14) (40) (41) Interest income 3 4 9 11 Income tax (expense) benefit (8) 55 — (10) Depreciation and amortization (27) (33) (82) (102) Net income attributable to noncontrolling interests 2 2 4 6 Other adjustments: Business acquisition and integration expenses (2) (5) (3) (9) Separation expense, net — — — (1) Loss on disposition of business/assets (1) — (1) (2) Certain legal settlements and related expenses (2) — (3) — Amortization of pension and postretirement actuarial losses (3) (3) (11) (10) Net plant incident (costs) credits (4) (21) (17) 252 Restructuring, impairment and plant closing and transition costs (12) (428) (24) (573) Net (loss) income $ (17) $ (366) $ 3 $ (88) (1) Adjusted EBITDA is defined as net income/loss of Venator before interest expense, interest income, income tax expense/benefit, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses/adjustments; (b) separation expense/gain, net; (c) loss/gain on disposition of business/assets; (d) certain legal settlements and related expenses/gains; (e) amortization of pension and postretirement actuarial losses/gains; (f) net plant incident costs/credits; and (g) restructuring, impairment, and plant closing and transition costs/credits. |
General, Description of Busin_3
General, Description of Business, Recent Developments and Basis of Presentation - Description of Business (Details) | 9 Months Ended |
Sep. 30, 2019segmentfacility | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | segment | 2 |
Number of titanium dioxide manufacturing facilities | 8 |
Number of manufacturing and processing facilities | 16 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | [1] | $ 42 | |
Operating lease liability | $ 43 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 47 | ||
Operating lease liability | $ 49 | ||
[1] | At September 30, 2019 and December 31, 2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 each of cash and cash equivalents; $5 each of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $1 and nil of operating lease right-of-use assets; $12 and $14 of intangible assets, net; $1 each of accounts payable; $2 and $4 of accrued liabilities; $1 and nil of operating lease liabilities; and $2 each of current portion of debt. See "Note 6. Variable Interest Entities." |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | |
Renewal term (years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal term (years) | 20 years |
Remaining term (years) | 92 years |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 3 | $ 10 |
Amortization of right-of-use assets | 0 | 1 |
Interest on lease liabilities | 0 | 0 |
Short-term lease cost | $ 0 | $ 1 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Millions | Sep. 30, 2019USD ($) | |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 42 | [1] |
Finance Lease Right-of-Use Assets, at cost | 13 | |
Accumulated Depreciation | (4) | |
Finance Lease Right-of-Use Assets, net | 9 | |
Current | 8 | [1] |
Non-Current | 35 | [1] |
Total Operating Lease Liabilities | 43 | |
Current | 1 | |
Non-Current | 9 | |
Total Finance Lease Liabilities | $ 10 | |
[1] | At September 30, 2019 and December 31, 2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 each of cash and cash equivalents; $5 each of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $1 and nil of operating lease right-of-use assets; $12 and $14 of intangible assets, net; $1 each of accounts payable; $2 and $4 of accrued liabilities; $1 and nil of operating lease liabilities; and $2 each of current portion of debt. See "Note 6. Variable Interest Entities." |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 3 | $ 10 |
Operating cash flows from finance leases | 0 | 1 |
Financing cash flows from finance leases | $ 0 | $ 0 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (years) - Operating leases | 12 years 8 months 12 days |
Weighted average remaining lease term (years) - Finance leases | 7 years 1 month 6 days |
Weighted average discount rate (percentage) - Operating leases | 7.10% |
Weighted average discount rate (percentage) - Finance leases | 5.20% |
Leases - Lease Maturity Schedul
Leases - Lease Maturity Schedule (Details) $ in Millions | Sep. 30, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2019 (remaining) | $ 3 |
2020 | 10 |
2021 | 9 |
2022 | 7 |
2023 | 4 |
After 2023 | 40 |
Total lease payments | 73 |
Less: Interest | 30 |
Present value of lease liabilities | 43 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2019 (remaining) | 0 |
2020 | 2 |
2021 | 1 |
2022 | 1 |
2023 | 1 |
After 2023 | 7 |
Total lease payments | 12 |
Less: Interest | 2 |
Present value of lease liabilities | 10 |
2019 (remaining) | 3 |
2020 | 12 |
2021 | 10 |
2022 | 8 |
2023 | 5 |
After 2023 | 47 |
Total lease payments | 85 |
Less: Interest | 32 |
Present value of lease liabilities | $ 53 |
Leases - Disclosures Related to
Leases - Disclosures Related to Prior Periods (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Leases [Abstract] | |
Rent expense under operating lease | $ 16 |
Future minimum lease payments | |
2019 | 13 |
2020 | 11 |
2021 | 9 |
2022 | 6 |
2023 | 4 |
Thereafter | 40 |
Total | 83 |
Capital Lease Obligations [Abstract] | |
2019 | 1 |
2020 | 2 |
2021 | 1 |
2022 | 1 |
2023 | 1 |
Thereafter | 7 |
Total | 13 |
Less: Amounts representing interest | 3 |
Present value of minimum lease payments | 10 |
Less: Current portion of capital leases | 1 |
Long-term portion of capital leases | $ 9 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 526 | $ 533 | $ 1,666 | $ 1,781 |
TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 396 | 389 | 1,260 | 1,300 |
Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 65 | 71 | 205 | 237 |
Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29 | 34 | 94 | 114 |
Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 31 | 34 | 91 | 112 |
Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5 | 5 | 16 | 18 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 235 | 240 | 767 | 826 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 133 | 141 | 420 | 448 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 108 | 106 | 335 | 356 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 50 | 46 | 144 | 151 |
Titanium Dioxide | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 396 | 389 | 1,260 | 1,300 |
Titanium Dioxide | TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 396 | 389 | 1,260 | 1,300 |
Titanium Dioxide | Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Titanium Dioxide | Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Titanium Dioxide | Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Titanium Dioxide | Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Titanium Dioxide | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 192 | 192 | 620 | 661 |
Titanium Dioxide | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 80 | 73 | 245 | 225 |
Titanium Dioxide | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 85 | 85 | 269 | 278 |
Titanium Dioxide | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 39 | 39 | 126 | 136 |
Performance Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 130 | 144 | 406 | 481 |
Performance Additives | TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Performance Additives | Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 65 | 71 | 205 | 237 |
Performance Additives | Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29 | 34 | 94 | 114 |
Performance Additives | Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 31 | 34 | 91 | 112 |
Performance Additives | Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5 | 5 | 16 | 18 |
Performance Additives | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 43 | 48 | 147 | 165 |
Performance Additives | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 53 | 68 | 175 | 223 |
Performance Additives | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 23 | 21 | 66 | 78 |
Performance Additives | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 11 | $ 7 | $ 18 | $ 15 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue payment term | 30 days |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue payment term | 90 days |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 159 | $ 165 | |
Work in process | 47 | 56 | |
Finished goods | 290 | 317 | |
Total | [1] | $ 496 | $ 538 |
[1] | At September 30, 2019 and December 31, 2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 each of cash and cash equivalents; $5 each of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $1 and nil of operating lease right-of-use assets; $12 and $14 of intangible assets, net; $1 each of accounts payable; $2 and $4 of accrued liabilities; $1 and nil of operating lease liabilities; and $2 each of current portion of debt. See "Note 6. Variable Interest Entities." |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities | ||||
Revenues | $ 526 | $ 533 | $ 1,666 | $ 1,781 |
Income before income taxes | (9) | (421) | 3 | (78) |
Net cash provided by operating activities | (36) | 306 | ||
Consolidated VIE's | ||||
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities | ||||
Revenues | 24 | 28 | 71 | 94 |
Income before income taxes | 2 | 3 | 7 | 11 |
Net cash provided by operating activities | $ 4 | $ 2 | $ 10 | $ 14 |
Pacific Iron Products | ||||
Identification of variable interest entities through investments and transactions | ||||
Variable interest entity ownership percentage | 50.00% | |||
Viance | ||||
Identification of variable interest entities through investments and transactions | ||||
Variable interest entity ownership percentage | 50.00% |
Restructuring, Impairment, an_3
Restructuring, Impairment, and Plant Closing and Transition Costs - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 63 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2024 | |
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | $ 1,000,000 | $ 5,000,000 | |||
Accelerated depreciation | 7,000,000 | $ 373,000,000 | 19,000,000 | $ 505,000,000 | |
Other noncash charges | 9,000,000 | 10,000,000 | |||
Cash charges | 5,000,000 | 22,000,000 | 19,000,000 | 34,000,000 | |
South Africa | Titanium Dioxide | |||||
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | 0 | 1,000,000 | 1,000,000 | 3,000,000 | |
Calais, France | Titanium Dioxide | |||||
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | 3,000,000 | 3,000,000 | 5,000,000 | 12,000,000 | |
Additional restructuring charges remaining | 24,000,000 | 24,000,000 | |||
Pori, Finland | Titanium Dioxide | Facility closing | |||||
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | 8,000,000 | 415,000,000 | 11,000,000 | 415,000,000 | |
Additional restructuring charges remaining | 114,000,000 | 114,000,000 | |||
Gain on early settlement of contractual obligation | 14,000,000 | ||||
Accelerated depreciation | 6,000,000 | 367,000,000 | 17,000,000 | 367,000,000 | |
Severance Costs | 1,000,000 | 39,000,000 | 5,000,000 | 39,000,000 | |
Plant shut down costs | 1,000,000 | 3,000,000 | |||
Other noncash charges | 6,000,000 | 385,000,000 | 3,000,000 | 385,000,000 | |
Cash charges | 2,000,000 | 30,000,000 | 8,000,000 | 30,000,000 | |
Write off of other assets | 9,000,000 | 9,000,000 | |||
St. Louis And Easton | |||||
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | 0 | 6,000,000 | 0 | 13,000,000 | |
Beltsville, Maryland | |||||
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | 0 | 0 | 2,000,000 | 0 | |
Augusta, Georgia | |||||
Restructuring, impairment and plant closing costs | |||||
Restructuring expense | $ 0 | 0 | $ 0 | 127,000,000 | |
Accelerated depreciation | 125,000,000 | 125,000,000 | |||
Other noncash charges | 1,000,000 | 1,000,000 | |||
Cash charges | $ 1,000,000 | $ 1,000,000 | |||
Forecast | Pori, Finland | Titanium Dioxide | Facility closing | |||||
Restructuring, impairment and plant closing costs | |||||
Accelerated depreciation | $ 19,000,000 | ||||
Severance Costs | 7,000,000 | ||||
Plant shut down costs | 86,000,000 | ||||
Other noncash charges | 21,000,000 | ||||
Cash charges | 93,000,000 | ||||
Write off of other assets | $ 2,000,000 |
Restructuring, Impairment, an_4
Restructuring, Impairment, and Plant Closing and Transition Costs - Accrued Restructuring and Plant Closing and Transition Costs (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)position | |
Accrued restructuring costs roll forward | ||
Accrued liabilities as of December 31, 2018 | $ 32 | |
Restructuring expense | $ 1 | 5 |
Foreign currency effect on liability balance | (1) | |
Accrued liabilities as of September 30, 2019 | 16 | 16 |
Current portion of restructuring reserves | 8 | 8 |
Long-term portion of restructuring reserve | 8 | 8 |
2018 initiatives and prior | ||
Accrued restructuring costs roll forward | ||
Restructuring expense | 15 | |
Restructuring payments | (30) | |
2019 initiatives | ||
Accrued restructuring costs roll forward | ||
Accrued liabilities as of December 31, 2018 | 0 | |
Restructuring expense | 4 | |
Restructuring payments | (4) | |
Accrued liabilities as of September 30, 2019 | 1 | 1 |
Workforce reductions | ||
Accrued restructuring costs roll forward | ||
Accrued liabilities as of December 31, 2018 | 32 | |
Foreign currency effect on liability balance | (1) | |
Accrued liabilities as of September 30, 2019 | 15 | 15 |
Current portion of restructuring reserves | ||
Long-term portion of restructuring reserve | ||
Number of positions terminated | position | 342 | |
Number of positions not eliminated | position | 133 | |
Workforce reductions | 2018 initiatives and prior | ||
Accrued restructuring costs roll forward | ||
Restructuring expense | $ 6 | |
Restructuring payments | (22) | |
Workforce reductions | 2019 initiatives | ||
Accrued restructuring costs roll forward | ||
Restructuring expense | 4 | |
Restructuring payments | (4) | |
Other restructuring costs | ||
Accrued restructuring costs roll forward | ||
Accrued liabilities as of December 31, 2018 | 0 | |
Foreign currency effect on liability balance | 0 | |
Accrued liabilities as of September 30, 2019 | 1 | 1 |
Current portion of restructuring reserves | ||
Long-term portion of restructuring reserve | ||
Other restructuring costs | 2018 initiatives and prior | ||
Accrued restructuring costs roll forward | ||
Restructuring expense | 9 | |
Restructuring payments | (8) | |
Other restructuring costs | 2019 initiatives | ||
Accrued restructuring costs roll forward | ||
Restructuring expense | 0 | |
Restructuring payments | $ 0 |
Restructuring, Impairment, an_5
Restructuring, Impairment, and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 16 | $ 32 |
2017 initiatives and prior | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 6 | 18 |
2018 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 9 | 14 |
2019 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 1 | $ 0 |
Restructuring, Impairment, an_6
Restructuring, Impairment, and Plant Closing and Transition Costs - Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | ||||
Cash charges | $ 5 | $ 22 | $ 19 | $ 34 |
Pension related charges | 24 | 24 | ||
Early settlement of contractual obligation | 0 | (14) | ||
Accelerated depreciation | 7 | 373 | 19 | 505 |
Other noncash charges | 9 | 10 | ||
Total restructuring, impairment and plant closing and Transition costs | $ 12 | $ 428 | $ 24 | $ 573 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Aug. 08, 2017USD ($) | Jul. 14, 2017 | Sep. 30, 2019USD ($)Installment | Jun. 20, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt | |||||
Debt issuance costs | $ 14,000,000 | $ 13,000,000 | |||
Notes payable | $ 8,000,000 | ||||
Note payable, number of payment installments | Installment | 2 | ||||
Senior Notes | |||||
Debt | |||||
Fair value of debt instruments | $ 320,000,000 | 300,000,000 | |||
Stated interest rate as a percentage | 5.75% | ||||
Senior Notes | Prior to July 15 2020 | |||||
Debt | |||||
Redemption price as a percentage | 100.00% | ||||
Maximum aggregate principal amount not greater than net cash proceeds of certain equity offerings | 40.00% | ||||
Net cash proceeds of equity offerings as a percentage of principal amount | 105.75% | ||||
Senior Notes | Occurrence Certain Change Of Control Events | |||||
Debt | |||||
Redemption price as a percentage | 101.00% | ||||
Term Loan Facility | |||||
Debt | |||||
Fair value of debt instruments | $ 363,000,000 | 355,000,000 | |||
Aggregate principal amount | $ 375,000,000 | ||||
Maturity term (years) | 7 years | ||||
Amortization of line of credit facility as a percentage of principal amount | 1.00% | ||||
Term Loan Facility | Federal funds rate | |||||
Debt | |||||
Interest rate basis as a percentage | 0.50% | ||||
Term Loan Facility | LIBOR | |||||
Debt | |||||
Interest rate basis as a percentage | 1.00% | ||||
ABL facility | |||||
Debt | |||||
Maturity term (years) | 5 years | ||||
Maximum borrowing capacity commitment | $ 300,000,000 | $ 350,000,000 | |||
ABL facility | LIBOR | Minimum | |||||
Debt | |||||
Interest rate basis as a percentage | 1.50% | ||||
ABL facility | LIBOR | Maximum | |||||
Debt | |||||
Interest rate basis as a percentage | 2.00% | ||||
Senior Notes and Term Loan Facility | |||||
Debt | |||||
Weighted average interest rate (as a percent) | 5.00% | ||||
Senior Credit Facilities | |||||
Debt | |||||
Aggregate principal amount | $ 675,000,000 | ||||
Line of Credit | ABL facility | |||||
Debt | |||||
Aggregate principal outstanding | $ 0 | $ 0 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 | |
Debt | |||
Total debt | $ 753 | $ 748 | |
Less: short-term debt and current portion of long-term debt | [1] | 16 | 8 |
Long-term debt | 737 | 740 | |
Senior Notes | |||
Debt | |||
Total debt | 371 | 370 | |
Term Loan Facility | |||
Debt | |||
Total debt | 362 | 365 | |
Other | |||
Debt | |||
Total debt | $ 20 | $ 13 | |
[1] | At September 30, 2019 and December 31, 2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 each of cash and cash equivalents; $5 each of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $1 and nil of operating lease right-of-use assets; $12 and $14 of intangible assets, net; $1 each of accounts payable; $2 and $4 of accrued liabilities; $1 and nil of operating lease liabilities; and $2 each of current portion of debt. See "Note 6. Variable Interest Entities." |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Aug. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2019EUR (€)derivative_instrument | Aug. 31, 2019USD ($)derivative_instrument | Dec. 31, 2018USD ($) | Dec. 31, 2017EUR (€)derivative_instrument | Dec. 31, 2017USD ($)derivative_instrument | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||
Proceeds from the termination of cross currency swap contracts | $ 15,000,000 | $ 0 | ||||||||
Hedging instruments gain (loss) | $ 5,000,000 | $ 0 | 10,000,000 | 5,000,000 | ||||||
Designated as Hedges | ||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||
Accumulated other comprehensive loss expected to be reclassified to earnings | 0 | 0 | ||||||||
Cross currency interest rate contracts | Designated as Hedges | ||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||
Number of derivative instruments held | derivative_instrument | 3 | 3 | 3 | 3 | ||||||
Notional amount of hedged item | $ 200,000,000 | $ 200,000,000 | ||||||||
Fixed interest rate of hedged item (percentage) | 5.75% | 5.75% | 5.75% | 5.75% | ||||||
Notional amount of derivative | € | € 181 | € 169 | ||||||||
Fixed percentage to be paid under the hedge | 3.43% | 3.43% | ||||||||
Number of instruments settled | derivative_instrument | 3 | 3 | ||||||||
Proceeds from the termination of cross currency swap contracts | $ 15,000,000 | |||||||||
Weighted average interest rate (percentage) | 3.73% | 3.73% | ||||||||
Hedging instruments gain (loss) | 10,000,000 | $ 5,000,000 | ||||||||
Cross currency interest rate contracts | Designated as Hedges | Other Noncurrent Assets | ||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||
Fair value of the hedge | 1,000,000 | 1,000,000 | $ 6,000,000 | |||||||
Forward foreign currency contracts | Not Designated as Hedges | ||||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | ||||||||||
Notional amount of derivative | $ 73,000,000 | $ 73,000,000 | $ 89,000,000 | |||||||
Maturity period of spot or forward exchange rate contracts | 1 month |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax | ||||||
Income tax expense (benefit) | $ 8 | $ (55) | $ 0 | $ 10 | ||
Aggregate income tax future payments required per Tax Matters Agreement, Tax Cuts and Jobs Act of 2017 | 34 | |||||
Noncurrent payable to affiliates | $ 34 | $ 34 | $ 34 | |||
United States | ||||||
Income Tax | ||||||
Deferred tax asset due to basis step up | $ 36 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Basic and diluted net income: | ||||
Net loss attributable to Venator Materials PLC ordinary shareholders | $ (19) | $ (368) | $ (1) | $ (94) |
Denominator: | ||||
Weighted average shares outstanding (shares) | 106.6 | 106.4 | 106.5 | 106.4 |
Dilutive share-based awards (shares) | 0 | 0.3 | 0 | 0.4 |
Total weighted average shares outstanding, including dilutive shares (shares) | 106.6 | 106.7 | 106.5 | 106.8 |
Stock Compensation Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computations of earnings per share (shares) | 2 | 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions, $ in Millions | Jul. 02, 2019EUR (€) | Jun. 17, 2019USD ($) | May 14, 2019USD ($) | Jul. 14, 2018USD ($) | Sep. 30, 2019EUR (€)claim | Dec. 19, 2018EUR (€) |
Tronox Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Gain contingency | $ | $ 75 | |||||
Loss contingency for affirmative defenses and counterclaims | $ | $ 400 | |||||
Neste Engineering Services Arbitration | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency accrual | € | € 14 | |||||
Calais Pipeline Matter | ||||||
Loss Contingencies [Line Items] | ||||||
Number of pending claims | claim | 2 | |||||
Tronox Limited | ||||||
Loss Contingencies [Line Items] | ||||||
Break fee | $ | $ 75 | |||||
NES | Neste Engineering Services Arbitration | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | € | € 1.6 | |||||
The Region Hauts-de-France | Calais Pipeline Matter | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | € | € 12 |
Environmental, Health and Saf_2
Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | |||
Capital expenditures for EHS matters | $ 18 | $ 5 | |
Environmental reserves | $ 9 | $ 12 |
Other Comprehensive Income - Ot
Other Comprehensive Income - Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | $ 886,000,000 | $ 872,000,000 | $ 855,000,000 | $ 1,334,000,000 | $ 1,237,000,000 | $ 1,105,000,000 | $ 855,000,000 | $ 1,105,000,000 | ||
Total other comprehensive (loss) income, net of tax | (25,000,000) | (8,000,000) | 19,000,000 | 12,000,000 | (99,000,000) | 53,000,000 | (14,000,000) | (34,000,000) | ||
Balance at the end of the period | 845,000,000 | 886,000,000 | 872,000,000 | 979,000,000 | 1,334,000,000 | 1,237,000,000 | 845,000,000 | 979,000,000 | ||
Foreign currency translation adjustment | ||||||||||
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | (96,000,000) | (6,000,000) | (96,000,000) | (6,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | (36,000,000) | (49,000,000) | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | (36,000,000) | (49,000,000) | ||||||||
Balance at the end of the period | (132,000,000) | (55,000,000) | (132,000,000) | (55,000,000) | ||||||
AOCI tax | 0 | 0 | 0 | 0 | $ 0 | $ 0 | ||||
Pension and other postretirement benefits adjustments net of tax | ||||||||||
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | (278,000,000) | (267,000,000) | (278,000,000) | (267,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 12,000,000 | 10,000,000 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 12,000,000 | 10,000,000 | ||||||||
Balance at the end of the period | (266,000,000) | (257,000,000) | (266,000,000) | (257,000,000) | ||||||
AOCI tax | 50,000,000 | 52,000,000 | 50,000,000 | 52,000,000 | $ 50,000,000 | $ 52,000,000 | ||||
Other comprehensive loss of unconsolidated affiliates | ||||||||||
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | (5,000,000) | (5,000,000) | (5,000,000) | (5,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 0 | 0 | ||||||||
Balance at the end of the period | (5,000,000) | (5,000,000) | (5,000,000) | (5,000,000) | ||||||
Hedging Instruments | ||||||||||
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | 6,000,000 | (5,000,000) | 6,000,000 | (5,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | 10,000,000 | 5,000,000 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 10,000,000 | 5,000,000 | ||||||||
Balance at the end of the period | 16,000,000 | 0 | 16,000,000 | 0 | ||||||
Amounts attributable to Venator | ||||||||||
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | (362,000,000) | (354,000,000) | (373,000,000) | (329,000,000) | (230,000,000) | (283,000,000) | (373,000,000) | (283,000,000) | ||
Other comprehensive (loss) income before reclassifications, gross | (26,000,000) | (44,000,000) | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 12,000,000 | 10,000,000 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | (25,000,000) | (8,000,000) | 19,000,000 | 12,000,000 | (99,000,000) | 53,000,000 | (14,000,000) | (34,000,000) | ||
Balance at the end of the period | (387,000,000) | $ (362,000,000) | (354,000,000) | (317,000,000) | $ (329,000,000) | (230,000,000) | (387,000,000) | (317,000,000) | ||
Amounts attributable to noncontrolling interests | ||||||||||
Components of other comprehensive loss | ||||||||||
Balance at the beginning of the period | $ 0 | $ 0 | 0 | 0 | ||||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense (benefit) | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 0 | 0 | ||||||||
Balance at the end of the period | $ 0 | $ 0 | $ 0 | $ 0 |
Other Comprehensive Income - Re
Other Comprehensive Income - Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Reclassification from accumulated other comprehensive loss | ||||||||
Other income | $ 1 | $ 4 | $ 3 | $ 8 | ||||
Total amortization | (9) | (421) | 3 | (78) | ||||
Income tax expense | 8 | (55) | 0 | 10 | ||||
Net (loss) income | (17) | $ 22 | $ (2) | (366) | $ 198 | $ 80 | 3 | (88) |
Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Net (loss) income | 4 | 3 | 12 | 10 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Pension and other postretirement benefits adjustments net of tax | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Total amortization | 4 | 3 | 12 | 10 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Actuarial loss | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Other income | 3 | 3 | 11 | 10 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Prior service credit | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Other income | $ 1 | $ 0 | $ 1 | $ 0 |
Operating Segment Information_2
Operating Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
OPERATING SEGMENT INFORMATION | ||||||||
Number of reportable segments | segment | 2 | |||||||
Revenues: | ||||||||
Revenues | $ 526 | $ 533 | $ 1,666 | $ 1,781 | ||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 50 | 77 | 171 | 391 | ||||
Reconciliation of adjusted EBITDA to net income: | ||||||||
Interest expense | (13) | (14) | (40) | (41) | ||||
Interest income | 3 | 4 | 9 | 11 | ||||
Income tax (expense) benefit | (8) | 55 | 0 | (10) | ||||
Depreciation and amortization | (27) | (33) | (82) | (102) | ||||
Net income attributable to noncontrolling interests | 2 | 2 | 4 | 6 | ||||
Other adjustments: | ||||||||
Business acquisition and integration expenses | (2) | (5) | (3) | (9) | ||||
Separation expense, net | 0 | 0 | 0 | (1) | ||||
Loss on disposition of business/assets | (1) | 0 | (1) | (2) | ||||
Certain legal settlements and related expenses | (2) | 0 | (3) | 0 | ||||
Amortization of pension and postretirement actuarial losses | (3) | (3) | (11) | (10) | ||||
Net plant incident (costs) credits | (4) | (21) | (17) | 252 | ||||
Restructuring, impairment and plant closing and transition costs | (12) | (428) | (24) | (573) | ||||
Net (loss) income | (17) | $ 22 | $ (2) | (366) | $ 198 | $ 80 | 3 | (88) |
Titanium Dioxide | ||||||||
Revenues: | ||||||||
Revenues | 396 | 389 | 1,260 | 1,300 | ||||
Performance Additives | ||||||||
Revenues: | ||||||||
Revenues | 130 | 144 | 406 | 481 | ||||
Corporate and Other | ||||||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | (14) | (10) | (40) | (33) | ||||
Operating segments | ||||||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 64 | 87 | 211 | 424 | ||||
Operating segments | Titanium Dioxide | ||||||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 51 | 75 | 167 | 365 | ||||
Operating segments | Performance Additives | ||||||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | $ 13 | $ 12 | $ 44 | $ 59 |