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VNTR Venator Materials

Cover Page

Cover Page - shares3 Months Ended
Mar. 31, 2021May 04, 2021
Cover [Abstract]
Document Type10-Q
Document Quarterly Reporttrue
Document Period End DateMar. 31,
2021
Document Transition Reportfalse
Entity File Number001-38176
Entity Registrant NameVenator Materials PLC
Entity Incorporation, State or Country CodeX0
Entity Tax Identification Number98-1373159
Entity Address, Address Line OneTitanium House
Entity Address, Address Line TwoHanzard Drive
Entity Address, Address Line ThreeWynyard Park
Entity Address, City or TownStockton-On-Tees
Entity Address, Postal Zip CodeTS22 5FD
Entity Address, CountryGB
Country Region44
City Area Code1740
Local Phone Number608 001
Title of 12(b) SecurityOrdinary Shares, $0.001 par value per share
Trading SymbolVNTR
Security Exchange NameNYSE
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryAccelerated Filer
Entity Small Businessfalse
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Common Stock, Shares Outstanding107,257,606
Entity Central Index Key0001705682
Amendment Flagfalse
Current Fiscal Year End Date--12-31
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in MillionsMar. 31, 2021Dec. 31, 2020
Current assets:
Cash and cash equivalents[1] $ 187 $ 220
Accounts receivable (net of allowance for doubtful accounts)[1]365 324
Accounts receivable from affiliates1 0
Inventories[1]439 440
Prepaid expenses19 24
Other current assets46 49
Total current assets1,057 1,057
Property, plant and equipment, net[1]907 947
Operating lease right-of-use assets, net[1]36 38
Intangible assets, net[1]16 17
Investment in unconsolidated affiliates108 104
Deferred income taxes30 33
Other noncurrent assets179 161
Total assets2,333 2,357
Current liabilities:
Accounts payable[1]283 240
Accounts payable to affiliates20 22
Accrued liabilities[1]100 118
Current operating lease liability[1]8 8
Current portion of debt[1]7 7
Total current liabilities418 395
Long-term debt949 950
Operating lease liability[1]31 33
Other noncurrent liabilities321 338
Noncurrent payable to affiliates17 17
Total liabilities1,736 1,733
Commitments and contingencies (Notes 11 and 12)
Equity
Ordinary shares $0.001 par value, 200 shares authorized, each, 107 issued and outstanding, each0 0
Additional paid-in capital1,331 1,330
Retained deficit(404)(383)
Accumulated other comprehensive loss(336)(329)
Total Venator Materials PLC shareholders' equity591 618
Noncontrolling interest in subsidiaries6 6
Total equity597 624
Total liabilities and equity $ 2,333 $ 2,357
[1]At March 31, 2021 and December 31, 2020, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 and $3 of cash and cash equivalents; $5 each of accounts receivable, net; $3 and $2 of inventories; $3 and $4 property, plant and equipment, net; $1 each of operating lease right-of-use assets; $8 each of intangible assets, net; $2 each of accounts payable; $2 and $4 of accrued liabilities; and $2 each of current portion of debt. See "Note 5. Variable Interest Entities."

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in MillionsMar. 31, 2021Dec. 31, 2020
Accounts receivable, allowance for doubtful accounts $ 5
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, outstanding (in shares)107,000,000 107,000,000
Ordinary shares, issued (in shares)107,000,000 107,000,000
Cash and cash equivalents[1] $ 187 $ 220
Accounts receivable (net of allowance for doubtful accounts)[1]365 324
Inventories[1]439 440
Property, plant and equipment, net[1]907 947
Operating lease right-of-use assets, net[1]36 38
Intangible assets, net[1]16 17
Accounts payable[1]283 240
Accrued liabilities[1]100 118
Current portion of debt6 6
Consolidated VIE's
Cash and cash equivalents5 3
Accounts receivable (net of allowance for doubtful accounts)5 5
Inventories3 2
Property, plant and equipment, net3 4
Operating lease right-of-use assets, net1 1
Intangible assets, net8 8
Accounts payable2 2
Accrued liabilities2 4
Current portion of debt $ 2 $ 2
[1]At March 31, 2021 and December 31, 2020, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 and $3 of cash and cash equivalents; $5 each of accounts receivable, net; $3 and $2 of inventories; $3 and $4 property, plant and equipment, net; $1 each of operating lease right-of-use assets; $8 each of intangible assets, net; $2 each of accounts payable; $2 and $4 of accrued liabilities; and $2 each of current portion of debt. See "Note 5. Variable Interest Entities."

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Income Statement [Abstract]
Trade sales, services and fees, net $ 553 $ 532
Cost of goods sold500 471
Operating expenses:
Selling, general and administrative39 42
Restructuring, impairment, and plant closing and transition costs14 7
Other operating expense (income), net5 0
Total operating expenses58 49
Operating (loss) income(5)12
Interest expense(18)(13)
Interest income3 3
Other income5 4
(Loss) income before income taxes(15)6
Income tax (expense) benefit(5)2
Net (loss) income(20)8
Net income attributable to noncontrolling interests(1)(1)
Net (loss) income attributable to Venator $ (21) $ 7
Per Share Data:
(Loss) earnings attributable to Venator Materials PLC ordinary shareholders, basic (in dollars per share) $ (0.20) $ 0.07
(Loss) earnings attributable to Venator Materials PLC ordinary shareholders, diluted (in dollars per share) $ (0.20) $ 0.07

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net (loss) income $ (20) $ 8
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment(17)(36)
Pension and other postretirement benefits adjustments4 3
Hedging instruments6 10
Total other comprehensive loss, net of tax(7)(23)
Comprehensive loss(27)(15)
Comprehensive income attributable to noncontrolling interest(1)(1)
Comprehensive loss attributable to Venator $ (28) $ (16)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) shares in Millions, $ in MillionsTotalOrdinary SharesAdditional Paid-in CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Subsidiaries
Balance at the beginning of the period (in shares) at Dec. 31, 2019107
Balance at the beginning of the period at Dec. 31, 2019 $ 673 $ 0 $ 1,322 $ (271) $ (385) $ 7
Increase (Decrease) in Stockholders' Equity
Net (loss) income8 7 1
Other comprehensive loss, net of tax(23)(23)
Dividends paid to noncontrolling interests(1)(1)
Activity related to stock plans2 2
Balance at the end of the period (in shares) at Mar. 31, 2020107
Balance at the end of the period at Mar. 31, 2020659 $ 0 1,324 (264)(408)7
Balance at the beginning of the period (in shares) at Dec. 31, 2020107
Balance at the beginning of the period at Dec. 31, 2020624 $ 0 1,330 (383)(329)6
Increase (Decrease) in Stockholders' Equity
Net (loss) income(20)(21)1
Other comprehensive loss, net of tax(7)(7)
Dividends paid to noncontrolling interests(1)(1)
Activity related to stock plans1 1
Balance at the end of the period (in shares) at Mar. 31, 2021107
Balance at the end of the period at Mar. 31, 2021 $ 597 $ 0 $ 1,331 $ (404) $ (336) $ 6

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Operating Activities:
Net (loss) income $ (20) $ 8
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization31 28
Deferred income taxes2 (3)
Noncash restructuring and impairment charges0 1
Noncash loss on foreign currency transactions3 1
Other, net1 4
Changes in operating assets and liabilities:
Accounts receivable(50)(62)
Inventories(7)9
Prepaid expenses5 4
Other current assets2 1
Other noncurrent assets(20)(5)
Accounts payable47 (20)
Accrued liabilities(16)(11)
Other noncurrent liabilities7 (13)
Net cash used in operating activities(15)(58)
Investing Activities:
Capital expenditures(12)(31)
Cash received from unconsolidated affiliates9 14
Investment in unconsolidated affiliates(12)(16)
Cash received from notes receivable0 6
Net cash used in investing activities(15)(27)
Financing Activities:
Net proceeds from short-term debt0 63
Net repayments on notes payable0 (5)
Repayment of third-party debt(1)(1)
Dividends paid to noncontrolling interests(1)(1)
Net cash (used in) provided by financing activities(2)56
Effect of exchange rate changes on cash(1)(1)
Net change in cash and cash equivalents(33)(30)
Cash and cash equivalents at beginning of period220 55
Cash and cash equivalents at end of period187 25
Supplemental cash flow information:
Cash paid for interest excluding hedging activity28 16
Cash paid for income taxes0 0
Supplemental disclosure of noncash activities:
Capital expenditures included in accounts payable as of March 31, 2021 and 2020, respectively $ 20 $ 28

General, Description of Busines

General, Description of Business, Recent Developments and Basis of Presentation3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General, Description of Business, Recent Developments and Basis of PresentationNote 1. General, Description of Business, Recent Developments and Basis of Presentation Description of Business For convenience in this report, the terms "our," "us," "we", the "Company", or "Venator" may be used to refer to Venator Materials PLC and, unless the context otherwise requires, its subsidiaries. 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 seven TiO 2 manufacturing facilities across the globe, excluding our plant in Pori, Finland, ongoing closure of which was announced in the third quarter of 2018. 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 loss, financial condition 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 financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 for our Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. COVID-19 The COVID-19 pandemic has had a significant adverse impact on our business and the markets in which we operate beginning in the first quarter of 2020. The measures implemented by governmental authorities around the world to contain the virus, including travel bans and restrictions, limits on gatherings, quarantines, shelter-in-place orders and business shutdowns, drove a decrease in demand for many of our products. We began to see recovery in the third quarter of 2020 and by the end of the first quarter of 2021 many of our product lines have returned to pre-pandemic levels of demand. However, the continued recovery depends on a variety of factors beyond our control, including the global rollout of vaccines and the possibility of resurgence of COVID-19 (including any variants) and its effects on the global economy. Because of this, we cannot reasonably estimate with any degree of certainty the future adverse impact the COVID-19 pandemic may have on our results of operations, financial position, or liquidity.

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements3 Months Ended
Mar. 31, 2021
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recently Issued Accounting PronouncementsNote 2. Recently Issued Accounting Pronouncements Accounting Pronouncements Pending Adoption in Future Periods In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . The amendments in this ASU temporarily simplify the accounting for contract modifications, including hedging relationships, due to the transition from London Interbank Offering Rate ("LIBOR") and other interbank offered rates to alternative reference interest rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which provided clarifying guidance to ASU 2020-04. Under ASU No. 2021-01, entities can elect not to remeasure contracts at the modification date or reassess a previous accounting determination if certain conditions are met. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. These ASUs were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact of the transition from LIBOR to alternative reference interest rates on our financial statements.

Revenue

Revenue3 Months Ended
Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
RevenueNote 3. 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 revenues by major geographical region for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 214 $ 54 $ 268 $ 206 $ 50 $ 256 North America 74 49 123 76 57 133 Asia 83 24 107 77 20 97 Other 43 12 55 43 3 46 Total Revenues $ 414 $ 139 $ 553 $ 402 $ 130 $ 532 The following table disaggregates our revenues by major product line for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 414 $ — $ 414 $ 402 $ — $ 402 Color Pigments — 67 67 — 62 62 Functional Additives — 35 35 — 33 33 Timber Treatment — 31 31 — 29 29 Water Treatment — 6 6 — 6 6 Total Revenues $ 414 $ 139 $ 553 $ 402 $ 130 $ 532 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

Inventories3 Months Ended
Mar. 31, 2021
Inventory Disclosure [Abstract]
InventoriesNote 4. 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 March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 Raw materials and supplies $ 151 $ 137 Work in process 51 51 Finished goods 237 252 Total $ 439 $ 440

Variable Interest Entities

Variable Interest Entities3 Months Ended
Mar. 31, 2021
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]
Variable Interest EntitiesNote 5. 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 International Flavors & Fragrances 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 March 31, 2021, 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 months ended March 31, 2021 and 2020 are as follows: Three months ended 2021 2020 Revenues $ 25 $ 23 Income before income taxes 2 2 Net cash provided by operating activities 4 3

Restructuring, Impairment, and

Restructuring, Impairment, and Plant Closing and Transition Costs3 Months Ended
Mar. 31, 2021
Restructuring and Related Activities [Abstract]
Restructuring, Impairment, and Plant Closing and Transition CostsNote 6. 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 December 2020, we implemented a plan to decommission certain existing equipment in a section of our Duisburg, Germany manufacturing site. As part of the program, we recorded restructuring expense of $11 million for the three months ended March 31, 2021 all of which is related to employee benefits. We expect to incur additional cash charges of approximately $10 million through the end of 2022, of which $3 million relates to plant shut down costs and $7 million relates to other employee costs. We expect $8 million of these future costs will relate to the Titanium Dioxide segment and $2 million will relate to the Performance Additives segment. Titanium Dioxide Segment 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 $1 million and $2 million for the three months ended March 31, 2021 and 2020, respectively, all of which related to plant shutdown costs. We expect to incur additional cash plant shutdown costs for our Calais, France facility of approximately $13 million through 2023. 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 $2 million for the three months ended March 31, 2021, of which $1 million related to other employee costs and $1 million related to plant shutdown costs. This restructuring expense consists of $2 million of cash expense. We recorded a restructuring expense related to our Pori facility of $4 million for the three months ended March 31, 2020, of which $1 million was related to accelerated depreciation, $1 million related to employee benefits, and $2 million related to plant shutdown costs. This restructuring expense consisted of $3 million of cash expense and a noncash expense of $1 million. We expect to incur additional charges related to our Pori facility of approximately $80 million through the end of 2024, of which $6 million relates to accelerated depreciation, $71 million relates to plant shut down costs, $1 million relates to other employee costs and $2 million relates to the write off of other assets. Future charges consist of $8 million of noncash costs and $72 million of cash costs. Accrued Restructuring and Plant Closing and Transition Costs As of March 31, 2021 and December 31, 2020, 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, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives — 1 1 2021 charges for 2018 initiatives 1 1 2 2021 charges for 2020 initiatives 10 1 11 2021 payments for 2017 and prior initiatives (1) (1) (2) 2021 payments for 2018 initiatives (1) (1) (2) 2021 payments for 2020 initiatives — (1) (1) Foreign currency effect on liability balance (1) — (1) Accrued liabilities as of March 31, 2021 $ 26 $ 1 $ 27 (1) The total workforce reduction reserves of $26 million relate to the termination of 207 positions, of which 3 positions have been terminated but require future payment as of March 31, 2021. (2) Accrued liabilities remaining at March 31, 2021 and December 31, 2020 by year of initiatives were as follows: March 31, 2021 December 31, 2020 2017 initiatives and prior $ 3 $ 4 2018 initiatives 5 5 2019 initiatives — — 2020 initiatives 19 10 Total $ 27 $ 19 Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative: Titanium Performance Total Accrued liabilities as of December 31, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives 1 — 1 2021 charges for 2018 initiatives 2 — 2 2021 charges for 2020 initiatives 10 1 11 2021 payments for 2017 and prior initiatives (2) — (2) 2021 payments for 2018 initiatives (2) — (2) 2021 payments for 2020 initiatives (1) — (1) Foreign currency effect on liability balance (1) — (1) Accrued liabilities as of March 31, 2021 $ 25 $ 2 $ 27 Current portion of restructuring reserves $ 17 $ 2 $ 19 Long-term portion of restructuring reserve $ 8 $ — $ 8 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 months ended March 31, 2021 and 2020 by initiative are provided below: Three months ended 2021 2020 Cash charges $ 14 $ 6 Accelerated depreciation — 1 Total Restructuring, Impairment and Plant Closing and Transition Costs $ 14 $ 7

Debt

Debt3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]
DebtNote 7. Debt Outstanding debt, excluding finance leases and net of unamortized discount and issuance costs of $25 million as of March 31, 2021 and December 31, 2020, each, consisted of the following: March 31, 2021 December 31, 2020 Term Loan Facility due August 2024 $ 358 $ 359 Senior Secured Notes due July 2025 215 215 Senior Unsecured Notes due July 2025 372 372 Other 2 1 Total debt 947 947 Less: short-term debt and current portion of long-term debt 6 6 Long-term debt $ 941 $ 941 The estimated fair value of the Term Loan Facility was $358 million as of March 31, 2021 and December 31, 2020, each. The estimated fair value of the Senior Secured Notes was $251 million and $247 million as of March 31, 2021 and December 31, 2020, respectively. The estimated fair value of the Senior Unsecured Notes was $365 million and $354 million as of March 31, 2021 and December 31, 2020, respectively. The estimated fair values of the Term Loan Facility, Senior Secured Notes and Senior Unsecured Notes are based upon quoted market prices (Level 1). The aggregate principal outstanding under our ABL Facility was nil as of March 31, 2021 and December 31, 2020, each. Senior Credit Facilities Our Senior Credit Facilities provide for first lien senior secured financing of up to $725 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 $350 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. 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 U.S., Canada, the U.K., Germany and accounts receivable in France and Spain, that fluctuate from time to time and may be further impacted by the lenders’ discretionary ability to impose reserves and availability blocks that might otherwise incrementally decrease 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 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. The Senior Credit Facilities contain covenants that are usual and customary for facilities of this type, including events of default and financial, affirmative and negative covenants. In addition, the ABL Facility contains a springing financial covenant that requires the Company and its restricted subsidiaries to maintain a consolidated fixed charge coverage ratio of at least 1:1 for certain periods of time, if borrowing availability is less than a specified threshold. The Senior Credit Facilities contain customary change of control provisions, the breach of which entitle the lenders to take various actions, including the acceleration of amounts due under the facility. Senior Secured Notes On May 22, 2020, we completed an offering of $225 million in aggregate principal amount of senior secured notes (the "Senior Secured Notes") due on July 1, 2025 at 98% of their face value. The Senior Secured Notes are obligations of our wholly owned subsidiaries, Venator Finance S.à r.l. and Venator Materials LLC (the "Issuers") and bear interest of 9.5% per year payable semi-annually in arrears. The Senior Secured Notes are guaranteed on a senior secured basis by Venator and each of Venator's restricted subsidiaries (other than the Issuers and certain other excluded subsidiaries) that is a guarantor under Venator's Term Loan Facility and ABL Facility. The Senior Secured Notes are secured on a first-priority basis by liens on all of the assets that secure the Term Loan Facility on a first-priority basis and are secured on a second-priority basis in all inventory, accounts receivable, deposit accounts, securities accounts, certain related assets and other current assets that secure the ABL Facility on a first-priority basis and the Term Loan Facility on a second-priority basis, in each case, other than certain excluded assets. The Senior Secured Notes contain covenants that are usual and customary for facilities of this type, including events of default and financial, affirmative and negative covenants. Upon the occurrence of certain change of control events, holders of the Venator Senior Secured Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Secured 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 Unsecured Notes Our Senior Unsecured 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 Unsecured 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 Unsecured Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Senior Unsecured 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. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Senior Unsecured Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Unsecured 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. 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. Letters of Credit As of March 31, 2021 we had $76 million of issued and outstanding letters of credit and bank guarantees to third parties. Of this amount, $41 million were issued by various banks on an unsecured basis with the remaining $35 million issued from our secured ABL Facility.

Derivative Instruments and Hedg

Derivative Instruments and Hedging Activities3 Months Ended
Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments and Hedging ActivitiesNote 8. 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 August 2019, we entered into three 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 were liabilities of $8 million and $14 million at March 31, 2021 and December 31, 2020, respectively, and are recorded as other noncurrent liabilities 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 three months ended March 31, 2021 and 2020, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $6 million and $11 million, respectively. As of March 31, 2021, we do not expect to reclassify any accumulated other comprehensive loss 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 March 31, 2021 and December 31, 2020, we had $73 million and $77 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 Taxes3 Months Ended
Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income TaxesNote 9. 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 $5 million and income tax benefit $2 million for the three months ended March 31, 2021 and 2020, 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. Pursuant to the tax matters agreement entered into 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. For the year ended December 31, 2019, we estimated that the aggregate future payments required by this provision were expected to be approximately $30 million and we recognized a noncurrent liability for this amount as of December 31, 2019. Due to a decrease in the expectation of future payments as a result of the Internal Revenue Code Section 382 change of control limitation, resulting from SK Capital's acquisition of Venator shares, our total liability as of March 31, 2021 and December 31, 2020, was $20 million the current portion of which is $3 million and is included within accounts payable to affiliates on our balance sheets. Any subsequent adjustment asserted by U.S. taxing authorities could change the amount of gain recognized with a corresponding basis and liability adjustment for us under the tax matters agreement.

Earnings Per Share

Earnings Per Share3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]
Earnings Per ShareNote 10. 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 2021 2020 Numerator: Basic and diluted (loss) income from continuing operations: (Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders $ (21) $ 7 Basic and diluted income from discontinued operations: Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders $ — $ — Basic and diluted net income: Net income (loss) attributable to Venator Materials PLC ordinary shareholders $ (21) $ 7 Denominator: Weighted average shares outstanding 107.1 106.7 Potential dilutive impact of share-based awards (1) 0.6 — (1) The potentially dilutive impact of share-based awards was excluded from the calculation of net loss per share for the three months ended March 31, 2921 because there is an anti-dilutive effect as we are in a net loss position.

Commitments and Contingencies

Commitments and Contingencies3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and ContingenciesNote 11. Commitments and Contingencies Legal Proceedings Overview We accrue liabilities related to legal matters when they are either known or considered probable and can be reasonably estimated. Legal matters are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. Some of these uncertainties include the stage of litigation, available facts, uncertainty as to the outcome of any legal proceedings or settlement discussions, and any novel legal issues presented. In addition to the matters discussed below, 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. 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. The cases filed in the Dallas District Court were consolidated into a single action, In re Venator Materials PLC Securities Litigation. 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 January 21, 2020, the Court of Appeals for the Fifth District of Texas reversed the Dallas District Court’s order that denied the special appearances of Venator and certain other defendants, and rendered judgment dismissing the claims against Venator and certain other defendants for lack of jurisdiction. The Court of Appeals also remanded the case for the Dallas District Court to enter an order transferring the claims against Huntsman to the Montgomery County District Court. On March 19, 2020, plaintiffs from the Dallas District Court case filed suit in New York State Court (New York County) against Venator and the other defendants dismissed from the Dallas District Court case, making substantially the same allegations as were filed in the Dallas District Court. On July 31, 2020, Venator and the other defendants filed a motion to dismiss all claims in the New York State Court case. On March 22, 2021, the New York State Court entered an order dismissing the individual claims of plaintiffs with prejudice as time-barred, and without prejudice to the rights of the putative class. On April 22, 2021, plaintiffs filed a notice of appeal regarding the dismissal by the New York State Court. An additional case was filed on July 31, 2019, in the U.S. District Court for the Southern District of New York by the City of Miami General Employees' & Sanitation Employees' Retirement Trust, 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 case also 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. 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 it was consolidated into a single action with the case brought by the Cambria County Employees' Retirement Trust and is now known as In re: Venator Materials PLC Securities Litigation. On January 17, 2020, plaintiffs in the consolidated federal action filed a consolidated class action complaint. On February 18, 2020, all defendants joined in a motion to dismiss the consolidated complaint, which plaintiffs have opposed, and for which oral argument was heard on May 14, 2020. A decision on the motion to dismiss the consolidated complaint has not been published. 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. 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 and because the parties have yet to engage in significant discovery, 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. The parties have engaged in discovery and the preparation of expert reports. On February 4, 2021, the parties participated in mediation as required by Delaware courts, during which no settlement was reached. While we believe we will prevail on adjudication of these matters, we are unable at the current stage of this litigation to determine the likelihood of an unfavorable outcome and are unable to reasonably estimate any possible loss or range of 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. While we have fully accrued for the value of these invoices, we are contesting their validity and filed counterclaims against NES on March 8, 2019. In the arbitration proceeding, our defense and counterclaim were filed on April 17, 2020. NES filed its reply and defense to counterclaim on September 18, 2020. Venator filed its rejoinder on December 20, 2020 and NES filed its rejoinder to reply to defense and counterclaim on February 19, 2021. A hearing during which the arbitration panel will hear the parties’ respective fact witnesses and arguments is scheduled to take place during the fourth quarter of 2021. 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 hearing for this matter has not yet been scheduled. We have not recorded a liability related to this matter because it is our belief that while a loss is reasonably possible, it is not probable. Gasum Arbitration We entered into a natural gas supply agreement with Skangass Oy (now Gasum LNG Oy) in 2015 to supply natural gas to our Pori, Finland manufacturing facility. The initial fixed term of the agreement was ten years. We are entitled to terminate the agreement upon closure of the facility by giving 12 months’ notice of the closure. Upon such termination, a compensation fee would be payable to Gasum. The agreement requires us to purchase a minimum annual quantity, subject to a mechanism for making up shortfalls. The minimum annual quantity can be reduced (even to zero) in the event of a "Force Majeure Event". We declared that the fire at our Pori facility in January 2017 was a Force Majeure Event under the agreement, reducing the minimum annual quantity to the actual quantity purchased. Gasum alleges that this Force Majeure Event subsequently ceased to apply, and that we were thereafter again obliged to purchase the original minimum annual quantity. Gasum continues to supply natural gas to the Pori facility. On April 17, 2020, Gasum filed arbitration proceedings seeking declaratory relief to require us to take or pay the original minimum annual quantities of natural gas.

Environmental, Health and Safet

Environmental, Health and Safety Matters3 Months Ended
Mar. 31, 2021
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
Environmental, Health and Safety MattersNote 12. 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 three months ended March 31, 2021 and March 31, 2020, our capital expenditures for EHS matters totaled $2 million and $6 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. A number of our EHS capital expenditures will be subject to extended timelines as a result of the COVID-19 pandemic. Changes to timelines may be related to regulatory orders or guidelines that cause suppliers or contractors to cease or slow down operational activities, including as a result of changes to social distancing rules, among other factors. The impacts may vary significantly between different jurisdictions. Environmental Liabilities 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 March 31, 2021 and December 31, 2020, we had environmental reserves of $8 million, each. 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. Recent developments in climate change related policy and regulations include the Green Deal in the EU; mandatory Task Force on Climate-Related Financial Disclosures (“TCFD”) disclosures in the UK and the UK commitment to becoming carbon neutral by 2050. Other nations have made or indicated a desire to make similar policy changes and commitments, including the United States. These changes could affect us in a number of ways including potential requirements to decarbonize manufacturing processes and increased costs of greenhouse gas allowances. We are currently monitoring these developments closely while investigating appropriate climate change strategies to enable us to comply with the new regulations and conform to new disclosure requirements, including TCFD. We expect that our facilities will be subject to additional regulation related to climate change and climate change itself may also have some impact on our operations. However, these impacts are currently uncertain and we cannot predict the nature and scope of these impacts. 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, the environmental assessment and related discussions with the Finnish environmental authorities are ongoing, and these costs could be material to our unaudited condensed consolidated financial statements. Harrisburg Remediation We are engaged in source removal and groundwater remediation at our facility in Harrisburg, NC, under a corrective action plan agreed with the North Carolina Department of Environmental Quality. The agreed interim corrective measures include the removal of a settlement lagoon and the relining of lagoons and containment areas prior to risk based remediation of groundwater. We have environmental reserves of $2 million for this remediation obligation however the risk-based remediation of the groundwater following the remediation of the lagoons and containment areas cannot be reliably estimated at this stage, and these costs could be material to our unaudited condensed consolidated financial statements. Calais Remediation Following the closure of our manufacturing facility in Calais, France we are engaged in a site assessment and a remediation assessment. The risk-based targets for remediation and the extent of any required remediation are yet to be agreed with regulators and cannot be reliably estimated, but these costs could be material to our unaudited condensed consolidated financial statements. Duisburg Remediation We are engaged in the assessment of metal contaminants in the groundwater and the hydrogeological nature of the groundwater beneath our Duisburg, Germany facility to determine if a risk of contamination exists. Any remediation has not been demonstrated to be required and is not reliably estimable at this stage and will require further technical assessment and regulatory agreement, but these costs could be material to our unaudited condensed consolidated financial statements.

Other Comprehensive Loss

Other Comprehensive Loss3 Months Ended
Mar. 31, 2021
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]
Other Comprehensive LossNote 13. Other Comprehensive 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 income of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2021 $ (19) $ (306) $ (5) $ 1 $ (329) $ — $ (329) Other comprehensive income (loss) before reclassifications, gross (17) 1 — 6 (10) — (10) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 3 — — 3 — 3 Tax expense — — — — — — — Net current-period other comprehensive income (loss) (17) 4 — 6 (7) — (7) Ending balance, March 31, 2021 $ (36) $ (302) $ (5) $ 7 $ (336) $ — $ (336) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Other comprehensive income of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2020 $ (97) $ (295) $ (5) $ 12 $ (385) $ — $ (385) Other comprehensive (loss) income before reclassifications, gross (36) — — 11 (25) — (25) Tax expense — — — (1) (1) — (1) Amounts reclassified from accumulated other comprehensive loss, gross (c) — 3 — — 3 — 3 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (36) 3 — 10 (23) — (23) Ending balance, March 31, 2020 $ (133) $ (292) $ (5) $ 22 $ (408) $ — $ (408) (a) Amounts are net of tax of nil as of March 31, 2021 and January 1, 2021, each. (b) Amounts are net of tax of $50 million as of March 31, 2021 and January 1, 2021, 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 March 31, 2020 and January 1, 2020, each. (e) Amounts are net of tax of $50 million as of March 31, 2020 and January 1, 2020, each. Three months ended Affected line item in the statement where net income is presented 2021 2020 Details about Accumulated Other Comprehensive Loss Components (a) : Amortization of pension and other postretirement benefits: Actuarial loss $ 3 $ 3 Other income Prior service credit — — Other income Total before tax 3 3 Income tax expense — — Income tax benefit (expense) Total reclassifications for the period, net of tax $ 3 $ 3 (a) Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations.

Operating Segment Information

Operating Segment Information3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]
Operating Segment InformationNote 14. 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 2021 2020 Revenues: Titanium Dioxide $ 414 $ 402 Performance Additives 139 130 Total $ 553 $ 532 Adjusted EBITDA (1) Titanium Dioxide $ 40 $ 46 Performance Additives 23 22 63 68 Corporate and other (14) (11) Total 49 57 Reconciliation of adjusted EBITDA to net (loss) income: Interest expense (18) (13) Interest income 3 3 Income tax benefit (expense) (5) 2 Depreciation and amortization (31) (28) Net income attributable to noncontrolling interests 1 1 Other adjustments: Business acquisition and integration expenses — (1) Loss on disposition of business/assets — (2) Certain legal expenses/settlements (1) — Amortization of pension and postretirement actuarial losses (3) (3) Net plant incident costs (1) (1) Restructuring, impairment and plant closing and transition costs (14) (7) Net (loss) income $ (20) $ 8 (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) loss/gain on disposition of business/assets; (c) certain legal expenses/settlements; (d) amortization of pension and postretirement actuarial losses/gains; (e) net plant incident costs/credits; and (f) 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)3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of PresentationBasis 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 loss, financial condition 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 financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 for our Company.
Recently Issued Accounting PronouncementsAccounting Pronouncements Pending Adoption in Future Periods In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . The amendments in this ASU temporarily simplify the accounting for contract modifications, including hedging relationships, due to the transition from London Interbank Offering Rate ("LIBOR") and other interbank offered rates to alternative reference interest rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which provided clarifying guidance to ASU 2020-04. Under ASU No. 2021-01, entities can elect not to remeasure contracts at the modification date or reassess a previous accounting determination if certain conditions are met. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. These ASUs were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact of the transition from LIBOR to alternative reference interest rates on our financial statements.

Revenue (Tables)

Revenue (Tables)3 Months Ended
Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Disaggregation of revenueThe following table disaggregates our revenues by major geographical region for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 214 $ 54 $ 268 $ 206 $ 50 $ 256 North America 74 49 123 76 57 133 Asia 83 24 107 77 20 97 Other 43 12 55 43 3 46 Total Revenues $ 414 $ 139 $ 553 $ 402 $ 130 $ 532 The following table disaggregates our revenues by major product line for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 414 $ — $ 414 $ 402 $ — $ 402 Color Pigments — 67 67 — 62 62 Functional Additives — 35 35 — 33 33 Timber Treatment — 31 31 — 29 29 Water Treatment — 6 6 — 6 6 Total Revenues $ 414 $ 139 $ 553 $ 402 $ 130 $ 532

Inventories (Tables)

Inventories (Tables)3 Months Ended
Mar. 31, 2021
Inventory Disclosure [Abstract]
Schedule of components of inventoryInventories at March 31, 2021 and December 31, 2020 consisted of the following: March 31, 2021 December 31, 2020 Raw materials and supplies $ 151 $ 137 Work in process 51 51 Finished goods 237 252 Total $ 439 $ 440

Variable Interest Entities (Tab

Variable Interest Entities (Tables)3 Months Ended
Mar. 31, 2021
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]
Schedule of financial information of VIE'sThe revenues, income before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2021 and 2020 are as follows: Three months ended 2021 2020 Revenues $ 25 $ 23 Income before income taxes 2 2 Net cash provided by operating activities 4 3

Restructuring, Impairment, an_2

Restructuring, Impairment, and Plant Closing and Transition Costs (Tables)3 Months Ended
Mar. 31, 2021
Restructuring and Related Activities [Abstract]
Schedule of accrued restructuring, impairment and plant closing costs by type of cost and initiativeAs of March 31, 2021 and December 31, 2020, 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, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives — 1 1 2021 charges for 2018 initiatives 1 1 2 2021 charges for 2020 initiatives 10 1 11 2021 payments for 2017 and prior initiatives (1) (1) (2) 2021 payments for 2018 initiatives (1) (1) (2) 2021 payments for 2020 initiatives — (1) (1) Foreign currency effect on liability balance (1) — (1) Accrued liabilities as of March 31, 2021 $ 26 $ 1 $ 27 (1) The total workforce reduction reserves of $26 million relate to the termination of 207 positions, of which 3 positions have been terminated but require future payment as of March 31, 2021. (2) Accrued liabilities remaining at March 31, 2021 and December 31, 2020 by year of initiatives were as follows: March 31, 2021 December 31, 2020 2017 initiatives and prior $ 3 $ 4 2018 initiatives 5 5 2019 initiatives — — 2020 initiatives 19 10 Total $ 27 $ 19
Schedule of accrued liabilities by year of initiativesAccrued liabilities remaining at March 31, 2021 and December 31, 2020 by year of initiatives were as follows: March 31, 2021 December 31, 2020 2017 initiatives and prior $ 3 $ 4 2018 initiatives 5 5 2019 initiatives — — 2020 initiatives 19 10 Total $ 27 $ 19
Schedule of details with respect to reserves for restructuring, impairment and plant closing costs, provided by segment and initiativeDetails with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative: Titanium Performance Total Accrued liabilities as of December 31, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives 1 — 1 2021 charges for 2018 initiatives 2 — 2 2021 charges for 2020 initiatives 10 1 11 2021 payments for 2017 and prior initiatives (2) — (2) 2021 payments for 2018 initiatives (2) — (2) 2021 payments for 2020 initiatives (1) — (1) Foreign currency effect on liability balance (1) — (1) Accrued liabilities as of March 31, 2021 $ 25 $ 2 $ 27 Current portion of restructuring reserves $ 17 $ 2 $ 19 Long-term portion of restructuring reserve $ 8 $ — $ 8
Schedule of cash and noncash restructuring charges by initiativeDetails with respect to major cost type of restructuring charges and impairment of assets for the three months ended March 31, 2021 and 2020 by initiative are provided below: Three months ended 2021 2020 Cash charges $ 14 $ 6 Accelerated depreciation — 1 Total Restructuring, Impairment and Plant Closing and Transition Costs $ 14 $ 7

Debt (Tables)

Debt (Tables)3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]
Schedule of outstanding debtOutstanding debt, excluding finance leases and net of unamortized discount and issuance costs of $25 million as of March 31, 2021 and December 31, 2020, each, consisted of the following: March 31, 2021 December 31, 2020 Term Loan Facility due August 2024 $ 358 $ 359 Senior Secured Notes due July 2025 215 215 Senior Unsecured Notes due July 2025 372 372 Other 2 1 Total debt 947 947 Less: short-term debt and current portion of long-term debt 6 6 Long-term debt $ 941 $ 941

Earnings Per Share (Tables)

Earnings Per Share (Tables)3 Months Ended
Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule of basic and diluted earnings (loss) per shareBasic and diluted earnings per share are determined using the following information: Three months ended 2021 2020 Numerator: Basic and diluted (loss) income from continuing operations: (Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders $ (21) $ 7 Basic and diluted income from discontinued operations: Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders $ — $ — Basic and diluted net income: Net income (loss) attributable to Venator Materials PLC ordinary shareholders $ (21) $ 7 Denominator: Weighted average shares outstanding 107.1 106.7 Potential dilutive impact of share-based awards (1) 0.6 — (1) The potentially dilutive impact of share-based awards was excluded from the calculation of net loss per share for the three months ended March 31, 2921 because there is an anti-dilutive effect as we are in a net loss position.

Other Comprehensive Loss (Table

Other Comprehensive Loss (Tables)3 Months Ended
Mar. 31, 2021
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 income of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2021 $ (19) $ (306) $ (5) $ 1 $ (329) $ — $ (329) Other comprehensive income (loss) before reclassifications, gross (17) 1 — 6 (10) — (10) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 3 — — 3 — 3 Tax expense — — — — — — — Net current-period other comprehensive income (loss) (17) 4 — 6 (7) — (7) Ending balance, March 31, 2021 $ (36) $ (302) $ (5) $ 7 $ (336) $ — $ (336) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Other comprehensive income of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2020 $ (97) $ (295) $ (5) $ 12 $ (385) $ — $ (385) Other comprehensive (loss) income before reclassifications, gross (36) — — 11 (25) — (25) Tax expense — — — (1) (1) — (1) Amounts reclassified from accumulated other comprehensive loss, gross (c) — 3 — — 3 — 3 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (36) 3 — 10 (23) — (23) Ending balance, March 31, 2020 $ (133) $ (292) $ (5) $ 22 $ (408) $ — $ (408) (a) Amounts are net of tax of nil as of March 31, 2021 and January 1, 2021, each. (b) Amounts are net of tax of $50 million as of March 31, 2021 and January 1, 2021, 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 March 31, 2020 and January 1, 2020, each. (e) Amounts are net of tax of $50 million as of March 31, 2020 and January 1, 2020, each.
Schedule of details about reclassifications from other comprehensive lossThree months ended Affected line item in the statement where net income is presented 2021 2020 Details about Accumulated Other Comprehensive Loss Components (a) : Amortization of pension and other postretirement benefits: Actuarial loss $ 3 $ 3 Other income Prior service credit — — Other income Total before tax 3 3 Income tax expense — — Income tax benefit (expense) Total reclassifications for the period, net of tax $ 3 $ 3 (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)3 Months Ended
Mar. 31, 2021
Segment Reporting [Abstract]
Schedule of segmentsThe 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, revenues and adjusted EBITDAThe revenues and adjusted EBITDA for each of the two reportable operating segments are as follows: Three months ended 2021 2020 Revenues: Titanium Dioxide $ 414 $ 402 Performance Additives 139 130 Total $ 553 $ 532 Adjusted EBITDA (1) Titanium Dioxide $ 40 $ 46 Performance Additives 23 22 63 68 Corporate and other (14) (11) Total 49 57 Reconciliation of adjusted EBITDA to net (loss) income: Interest expense (18) (13) Interest income 3 3 Income tax benefit (expense) (5) 2 Depreciation and amortization (31) (28) Net income attributable to noncontrolling interests 1 1 Other adjustments: Business acquisition and integration expenses — (1) Loss on disposition of business/assets — (2) Certain legal expenses/settlements (1) — Amortization of pension and postretirement actuarial losses (3) (3) Net plant incident costs (1) (1) Restructuring, impairment and plant closing and transition costs (14) (7) Net (loss) income $ (20) $ 8 (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) loss/gain on disposition of business/assets; (c) certain legal expenses/settlements; (d) amortization of pension and postretirement actuarial losses/gains; (e) net plant incident costs/credits; and (f) restructuring, impairment, and plant closing and transition costs/credits.

General, Description of Busin_3

General, Description of Business, Recent Developments and Basis of Presentation (Details)3 Months Ended
Mar. 31, 2021segmentfacility
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment2
Titanium Dioxide
OPERATING SEGMENT INFORMATION
Number of manufacturing and processing facilities7
Performance Additives
OPERATING SEGMENT INFORMATION
Number of manufacturing and processing facilities16

Revenue - Disaggregation of Rev

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues $ 553 $ 532
TiO2
Disaggregation of Revenue [Line Items]
Revenues414 402
Color Pigments
Disaggregation of Revenue [Line Items]
Revenues67 62
Functional Additives
Disaggregation of Revenue [Line Items]
Revenues35 33
Timber Treatment
Disaggregation of Revenue [Line Items]
Revenues31 29
Water Treatment
Disaggregation of Revenue [Line Items]
Revenues6 6
Europe
Disaggregation of Revenue [Line Items]
Revenues268 256
North America
Disaggregation of Revenue [Line Items]
Revenues123 133
Asia
Disaggregation of Revenue [Line Items]
Revenues107 97
Other
Disaggregation of Revenue [Line Items]
Revenues55 46
Titanium Dioxide
Disaggregation of Revenue [Line Items]
Revenues414 402
Titanium Dioxide | TiO2
Disaggregation of Revenue [Line Items]
Revenues414 402
Titanium Dioxide | Color Pigments
Disaggregation of Revenue [Line Items]
Revenues0 0
Titanium Dioxide | Functional Additives
Disaggregation of Revenue [Line Items]
Revenues0 0
Titanium Dioxide | Timber Treatment
Disaggregation of Revenue [Line Items]
Revenues0 0
Titanium Dioxide | Water Treatment
Disaggregation of Revenue [Line Items]
Revenues0 0
Titanium Dioxide | Europe
Disaggregation of Revenue [Line Items]
Revenues214 206
Titanium Dioxide | North America
Disaggregation of Revenue [Line Items]
Revenues74 76
Titanium Dioxide | Asia
Disaggregation of Revenue [Line Items]
Revenues83 77
Titanium Dioxide | Other
Disaggregation of Revenue [Line Items]
Revenues43 43
Performance Additives
Disaggregation of Revenue [Line Items]
Revenues139 130
Performance Additives | TiO2
Disaggregation of Revenue [Line Items]
Revenues0 0
Performance Additives | Color Pigments
Disaggregation of Revenue [Line Items]
Revenues67 62
Performance Additives | Functional Additives
Disaggregation of Revenue [Line Items]
Revenues35 33
Performance Additives | Timber Treatment
Disaggregation of Revenue [Line Items]
Revenues31 29
Performance Additives | Water Treatment
Disaggregation of Revenue [Line Items]
Revenues6 6
Performance Additives | Europe
Disaggregation of Revenue [Line Items]
Revenues54 50
Performance Additives | North America
Disaggregation of Revenue [Line Items]
Revenues49 57
Performance Additives | Asia
Disaggregation of Revenue [Line Items]
Revenues24 20
Performance Additives | Other
Disaggregation of Revenue [Line Items]
Revenues $ 12 $ 3

Revenue - Narrative (Details)

Revenue - Narrative (Details)3 Months Ended
Mar. 31, 2021
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue payment term30 days
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue payment term90 days

Inventories (Details)

Inventories (Details) - USD ($) $ in MillionsMar. 31, 2021Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials and supplies $ 151 $ 137
Work in process51 51
Finished goods237 252
Total[1] $ 439 $ 440
[1]At March 31, 2021 and December 31, 2020, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 and $3 of cash and cash equivalents; $5 each of accounts receivable, net; $3 and $2 of inventories; $3 and $4 property, plant and equipment, net; $1 each of operating lease right-of-use assets; $8 each of intangible assets, net; $2 each of accounts payable; $2 and $4 of accrued liabilities; and $2 each of current portion of debt. See "Note 5. Variable Interest Entities."

Variable Interest Entities (Det

Variable Interest Entities (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues $ 553 $ 532
Income before income taxes(15)6
Net cash provided by operating activities(15)(58)
Consolidated VIE's
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues25 23
Income before income taxes2 2
Net cash provided by operating activities $ 4 $ 3
Pacific Iron Products
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage50.00%
Viance
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage50.00%

Restructuring, Impairment, an_3

Restructuring, Impairment, and Plant Closing and Transition Costs - Narrative (Details) - USD ($) $ in Millions3 Months Ended21 Months Ended45 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2022Dec. 31, 2024
Restructuring, impairment and plant closing costs
Cash charges $ 14 $ 6
Accelerated depreciation0 1
Duisburg, Germany | Facility closing | Titanium Dioxide
Restructuring, impairment and plant closing costs
Restructuring charges11
Additional restructuring charges remaining10
Duisburg, Germany | Facility closing | Titanium Dioxide | Forecast
Restructuring, impairment and plant closing costs
Additional restructuring charges remaining $ 2
Plant shut down costs3
Employee benefits7
Cash charges $ 8
Calais, France | Titanium Dioxide
Restructuring, impairment and plant closing costs
Restructuring charges1 2
Additional restructuring charges remaining13
Pori, Finland | Facility closing | Titanium Dioxide
Restructuring, impairment and plant closing costs
Restructuring charges2
Additional restructuring charges remaining80
Plant shut down costs1 2
Employee benefits1 1
Cash charges $ 2 3
Loss on restructuring4
Accelerated depreciation1
Other noncash charges $ 1
Pori, Finland | Facility closing | Titanium Dioxide | Forecast
Restructuring, impairment and plant closing costs
Plant shut down costs $ 71
Employee benefits1
Cash charges72
Accelerated depreciation6
Other noncash charges8
Write off of other assets $ 2

Restructuring, Impairment and P

Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Restructuring and Plant Closing and Transition Costs by Type of Cost and Initiative (Details) $ in Millions3 Months Ended
Mar. 31, 2021USD ($)position
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period $ 19
Foreign currency effect on liability balance(1)
Accrued liabilities at the end of the period27
2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments(2)
2018 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period5
Restructuring charges2
Restructuring payments(2)
Accrued liabilities at the end of the period5
2020 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period10
Restructuring charges11
Restructuring payments(1)
Accrued liabilities at the end of the period19
Workforce reductions
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period18
Foreign currency effect on liability balance(1)
Accrued liabilities at the end of the period $ 26
Number of positions terminated | position207
Number of positions terminated requiring future payment | position3,000,000
Workforce reductions | 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges $ 0
Restructuring payments(1)
Workforce reductions | 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments(1)
Workforce reductions | 2020 initiatives
Accrued restructuring costs roll forward
Restructuring charges10
Restructuring payments0
Other restructuring costs
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period1
Foreign currency effect on liability balance0
Accrued liabilities at the end of the period1
Other restructuring costs | 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments(1)
Other restructuring costs | 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments(1)
Other restructuring costs | 2020 initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments $ (1)

Restructuring, Impairment and_2

Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in MillionsMar. 31, 2021Dec. 31, 2020
Accrued liabilities by initiatives
Accrued liabilities $ 27 $ 19
2017 initiatives and prior
Accrued liabilities by initiatives
Accrued liabilities3 4
2018 initiatives
Accrued liabilities by initiatives
Accrued liabilities5 5
2019 initiatives
Accrued liabilities by initiatives
Accrued liabilities0 0
2020 initiatives
Accrued liabilities by initiatives
Accrued liabilities $ 19 $ 10

Restructuring, Impairment and_3

Restructuring, Impairment and Plant Closing and Transition Costs - Reserves for Restructuring, Impairment and Plant Closing and Transition Costs (Details) $ in Millions3 Months Ended
Mar. 31, 2021USD ($)
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period $ 19
Foreign currency effect on liability balance(1)
Accrued liabilities at the end of the period27
Current portion of restructuring reserves19
Long-term portion of restructuring reserve8
2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments(2)
2018 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period5
Restructuring charges2
Restructuring payments(2)
Accrued liabilities at the end of the period5
2020 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period10
Restructuring charges11
Restructuring payments(1)
Accrued liabilities at the end of the period19
Titanium Dioxide
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period18
Foreign currency effect on liability balance(1)
Accrued liabilities at the end of the period25
Current portion of restructuring reserves17
Long-term portion of restructuring reserve8
Titanium Dioxide | 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments(2)
Titanium Dioxide | 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges2
Restructuring payments(2)
Titanium Dioxide | 2020 initiatives
Accrued restructuring costs roll forward
Restructuring charges10
Restructuring payments(1)
Performance Additives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period1
Foreign currency effect on liability balance0
Accrued liabilities at the end of the period2
Current portion of restructuring reserves2
Long-term portion of restructuring reserve0
Performance Additives | 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges0
Restructuring payments0
Performance Additives | 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges0
Restructuring payments0
Performance Additives | 2020 initiatives
Accrued restructuring costs roll forward
Restructuring charges1
Restructuring payments $ 0

Restructuring, Impairment, an_4

Restructuring, Impairment, and Plant Closing and Transition Costs - Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Restructuring and Related Activities [Abstract]
Cash charges $ 14 $ 6
Accelerated depreciation0 1
Total Restructuring, Impairment and Plant Closing and Transition Costs $ 14 $ 7

Debt - Outstanding Debt (Detail

Debt - Outstanding Debt (Details) - USD ($) $ in MillionsMar. 31, 2021Dec. 31, 2020
Debt
Total debt $ 947 $ 947
Less: short-term debt and current portion of long-term debt6 6
Long-term debt941 941
Term Loan Facility due August 2024
Debt
Total debt358 359
Senior Secured Notes due July 2025
Debt
Total debt215 215
Senior Unsecured Notes due July 2025
Debt
Total debt372 372
Other
Debt
Total debt $ 2 $ 1

Debt - Narrative (Details)

Debt - Narrative (Details)May 22, 2020USD ($)Mar. 31, 2021USD ($)Dec. 31, 2020USD ($)
Debt
Debt issuance costs $ 25,000,000 $ 25,000,000
Letters of credit76,000,000
Letter of Credit
Debt
Unsecured debt41,000,000
Term Loan Facility due August 2024
Debt
Fair value of debt instruments358,000,000 358,000,000
Aggregate principal amount $ 375,000,000
Maturity term (years)7 years
Amortization of line of credit facility as a percentage of principal amount1.00%
Term Loan Facility due August 2024 | Federal funds rate
Debt
Interest rate basis as a percentage0.50%
Term Loan Facility due August 2024 | LIBOR
Debt
Interest rate basis as a percentage1.00%
Senior Secured Notes due July 2025
Debt
Fair value of debt instruments $ 251,000,000 247,000,000
Aggregate principal amount $ 225,000,000
Redemption price as a percentage98.00%
Stated interest rate as a percentage9.50%
Senior Secured Notes due July 2025 | Occurrence Certain Change of Control Events
Debt
Redemption price as a percentage101.00%
Senior Unsecured Notes due July 2025
Debt
Fair value of debt instruments $ 365,000,000 354,000,000
Stated interest rate as a percentage5.75%
Senior Unsecured Notes due July 2025 | Occurrence Certain Change of Control Events
Debt
Redemption price as a percentage101.00%
ABL facility
Debt
Maturity term (years)5 years
Maximum borrowing capacity commitment $ 350,000,000
Minimum fixed charge coverage ratio1
Letters of credit $ 35,000,000
ABL facility | LIBOR | Minimum
Debt
Interest rate basis as a percentage1.50%
ABL facility | LIBOR | Maximum
Debt
Interest rate basis as a percentage2.00%
ABL facility | Line of Credit
Debt
Aggregate principal outstanding $ 0 $ 0
Senior Credit Facilities
Debt
Aggregate principal amount $ 725,000,000

Derivative Instruments and He_2

Derivative Instruments and Hedging Activities (Details)3 Months Ended
Mar. 31, 2021USD ($)Mar. 31, 2020USD ($)Dec. 31, 2020USD ($)Aug. 31, 2019USD ($)derivative_instrumentAug. 31, 2019EUR (€)derivative_instrument
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Hedging instruments gain (loss) $ 6,000,000 $ 10,000,000
Cross currency interest rate contracts | Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Number of derivative instruments held | derivative_instrument3 3
Notional amount of hedged item $ 200,000,000
Fixed interest rate of hedged item5.75%5.75%
Notional amount of derivative | € € 181,000,000
Weighted average interest rate3.73%3.73%
Hedging instruments gain (loss)6,000,000 $ 11,000,000
Cross currency interest rate contracts | Designated as Hedges | Other Noncurrent Liabilities
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Fair value of the hedged liability8,000,000 $ 14,000,000
Forward foreign currency contracts | Not Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional amount of derivative $ 73,000,000 $ 77,000,000
Maturity period of spot or forward exchange rate contracts1 month

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Dec. 31, 2019
Income Tax
Income tax benefit (expense) $ (5) $ 2
Accounts payable to affiliates20 $ 22
United States
Income Tax
Aggregate income tax provision $ 30
Total liability20 20
Accounts payable to affiliates $ 3 $ 3

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Basic and diluted (loss) income from continuing operations:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders $ (21) $ 7
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders0 0
Basic and diluted net income:
Net (loss) income attributable to Venator $ (21) $ 7
Denominator:
Weighted average shares outstanding (in shares)107.1 106.7
Potential dilutive impact of share-based awards (in shares)0.6 0
Stock Compensation Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of earnings per share (in shares)1 3

Commitments and Contingencies (

Commitments and Contingencies (Details) € in Millions, $ in MillionsApr. 17, 2020EUR (€)Jun. 17, 2019USD ($)May 14, 2019USD ($)Jul. 14, 2018USD ($)Mar. 31, 2021EUR (€)claimmonthDec. 31, 2015Dec. 19, 2018EUR (€)
Tronox Litigation
Loss Contingencies [Line Items]
Gain contingency | $ $ 75
Affirmative defenses and counterclaims value | $ $ 400
Neste Engineering Services Arbitration
Loss Contingencies [Line Items]
Loss contingency accrual | € € 14
Calais Pipeline Matter
Loss Contingencies [Line Items]
Number of pending claims | claim2
Calais Pipeline Matter | The Region Hauts-de-France
Loss Contingencies [Line Items]
Damages sought | € € 12
Gasum Arbitration | Skangass Oy (Gasum LNG Oy)
Loss Contingencies [Line Items]
Damages sought | € € 27
Tronox Limited
Loss Contingencies [Line Items]
Break fee | $ $ 75
Skangass Oy (Gasum LNG Oy)
Loss Contingencies [Line Items]
Supply agreement original term (years)10 years
Supply agreement, number of months notice required for termination | month12

Environmental, Health and Saf_2

Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
Site Contingency [Line Items]
Capital expenditures for EHS matters $ 2 $ 6
Environmental reserves8 $ 8
Harrisburg Remediation
Site Contingency [Line Items]
Environmental reserves $ 2

Other Comprehensive Loss - Othe

Other Comprehensive Loss - Other Comprehensive Income (Loss) (Details) - USD ($)3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Dec. 31, 2019
Components of other comprehensive income
Balance at the beginning of the period $ 624,000,000 $ 673,000,000
Other comprehensive income (loss) before reclassifications, gross(10,000,000)(25,000,000)
Tax expense0 (1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross3,000,000 3,000,000
Tax expense0 0
Total other comprehensive loss, net of tax(7,000,000)(23,000,000)
Balance at the end of the period597,000,000 659,000,000
Foreign currency translation adjustment
Components of other comprehensive income
Balance at the beginning of the period(19,000,000)(97,000,000)
Other comprehensive income (loss) before reclassifications, gross(17,000,000)(36,000,000)
Tax expense0 0
Amounts reclassified from accumulated other comprehensive loss, gross0 0
Tax expense0 0
Total other comprehensive loss, net of tax(17,000,000)(36,000,000)
Balance at the end of the period(36,000,000)(133,000,000)
AOCI tax0 0 $ 0 $ 0
Pension and other postretirement benefits adjustments net of tax
Components of other comprehensive income
Balance at the beginning of the period(306,000,000)(295,000,000)
Other comprehensive income (loss) before reclassifications, gross1,000,000 0
Tax expense0 0
Amounts reclassified from accumulated other comprehensive loss, gross3,000,000 3,000,000
Tax expense0 0
Total other comprehensive loss, net of tax4,000,000 3,000,000
Balance at the end of the period(302,000,000)(292,000,000)
AOCI tax50,000,000 50,000,000 $ 50,000,000 $ 50,000,000
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive income
Balance at the beginning of the period(5,000,000)(5,000,000)
Other comprehensive income (loss) before reclassifications, gross0 0
Tax expense0 0
Amounts reclassified from accumulated other comprehensive loss, gross0 0
Tax expense0 0
Total other comprehensive loss, net of tax0 0
Balance at the end of the period(5,000,000)(5,000,000)
Hedging Instruments
Components of other comprehensive income
Balance at the beginning of the period1,000,000 12,000,000
Other comprehensive income (loss) before reclassifications, gross6,000,000 11,000,000
Tax expense0 (1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross0 0
Tax expense0 0
Total other comprehensive loss, net of tax6,000,000 10,000,000
Balance at the end of the period7,000,000 22,000,000
Total
Components of other comprehensive income
Balance at the beginning of the period(329,000,000)(385,000,000)
Other comprehensive income (loss) before reclassifications, gross(10,000,000)(25,000,000)
Tax expense0 (1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross3,000,000 3,000,000
Tax expense0 0
Total other comprehensive loss, net of tax(7,000,000)(23,000,000)
Balance at the end of the period(336,000,000)(408,000,000)
Amounts attributable to noncontrolling interests
Components of other comprehensive income
Balance at the beginning of the period0 0
Other comprehensive income (loss) before reclassifications, gross0 0
Tax expense0 0
Amounts reclassified from accumulated other comprehensive loss, gross0 0
Tax expense0 0
Total other comprehensive loss, net of tax0 0
Balance at the end of the period0 0
Amounts attributable to Venator
Components of other comprehensive income
Balance at the beginning of the period(329,000,000)(385,000,000)
Total other comprehensive loss, net of tax(7,000,000)(23,000,000)
Balance at the end of the period $ (336,000,000) $ (408,000,000)

Other Comprehensive Loss - Recl

Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Millions3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Reclassification from accumulated other comprehensive loss
Amortization of pension and other postretirement benefits: $ 5 $ 4
Total before tax(15)6
Income tax (expense) benefit(5)2
Net (loss) income(20)8
Reclassification out of Accumulated Other Comprehensive Income
Reclassification from accumulated other comprehensive loss
Income tax (expense) benefit0 0
Net (loss) income3 3
Reclassification out of Accumulated Other Comprehensive Income | Pension and other postretirement benefits adjustments net of tax
Reclassification from accumulated other comprehensive loss
Total before tax3 3
Reclassification out of Accumulated Other Comprehensive Income | Actuarial loss
Reclassification from accumulated other comprehensive loss
Amortization of pension and other postretirement benefits:3 3
Reclassification out of Accumulated Other Comprehensive Income | Prior service credit
Reclassification from accumulated other comprehensive loss
Amortization of pension and other postretirement benefits: $ 0 $ 0

Operating Segment Information_2

Operating Segment Information (Details) $ in Millions3 Months Ended
Mar. 31, 2021USD ($)segmentMar. 31, 2020USD ($)
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment2
Revenues:
Revenues $ 553 $ 532
Segment Adjusted EBITDA
Segment adjusted EBITDA49 57
Reconciliation of adjusted EBITDA to net (loss) income:
Interest expense(18)(13)
Interest income3 3
Income tax benefit (expense)(5)2
Depreciation and amortization(31)(28)
Net income attributable to noncontrolling interests1 1
Other adjustments:
Business acquisition and integration expenses0 (1)
Loss on disposition of business/assets0 (2)
Certain legal expenses/settlements(1)0
Amortization of pension and postretirement actuarial losses(3)(3)
Net plant incident costs(1)(1)
Restructuring, impairment and plant closing and transition costs(14)(7)
Net (loss) income(20)8
Titanium Dioxide
Revenues:
Revenues414 402
Performance Additives
Revenues:
Revenues139 130
Operating segments
Segment Adjusted EBITDA
Segment adjusted EBITDA63 68
Operating segments | Titanium Dioxide
Revenues:
Revenues414 402
Segment Adjusted EBITDA
Segment adjusted EBITDA40 46
Operating segments | Performance Additives
Revenues:
Revenues139 130
Segment Adjusted EBITDA
Segment adjusted EBITDA23 22
Corporate and other
Segment Adjusted EBITDA
Segment adjusted EBITDA $ (14) $ (11)