Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 12, 2019 | Jun. 30, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | Venator Materials PLC | ||
Entity Central Index Key | 1,705,682 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 811,784,378 | ||
Entity Common Stock, Shares Outstanding | 106,521,304 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 165 | $ 238 |
Accounts receivable (net of allowance for doubtful accounts of $5, each) | [1] | 351 | 380 |
Accounts receivable from affiliates | 0 | 12 | |
Inventories | [1] | 538 | 454 |
Prepaid expenses | 20 | 19 | |
Other current assets | 51 | 66 | |
Total current assets | 1,125 | 1,169 | |
Property, plant and equipment, net | [1] | 994 | 1,367 |
Intangible assets, net | [1] | 16 | 20 |
Investment in unconsolidated affiliates | 83 | 86 | |
Deferred income taxes | 178 | 167 | |
Other noncurrent assets | 89 | 38 | |
Total assets | 2,485 | 2,847 | |
Current liabilities: | |||
Accounts payable | [1] | 382 | 385 |
Accounts payable to affiliates | 18 | 16 | |
Accrued liabilities | [1] | 135 | 244 |
Current portion of debt | [1] | 8 | 14 |
Total current liabilities | 543 | 659 | |
Long-term debt | 740 | 743 | |
Other noncurrent liabilities | 313 | 306 | |
Noncurrent payable to affiliates | 34 | 34 | |
Total liabilities | 1,630 | 1,742 | |
Commitments and contingencies (Notes 22 and 23) | |||
Equity | |||
Ordinary shares $0.001 par value, 200 shares authorized, 106 each issued and 106 each outstanding, respectively | 0 | 0 | |
Additional paid-in capital | 1,316 | 1,311 | |
Retained (deficit) earnings | (96) | 67 | |
Accumulated other comprehensive loss | (373) | (283) | |
Total Venator | 847 | 1,095 | |
Noncontrolling interest in subsidiaries | 8 | 10 | |
Total equity | 855 | 1,105 | |
Total liabilities and equity | $ 2,485 | $ 2,847 | |
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts receivable, allowance for doubtful accounts | $ 5 | $ 5 | |
Ordinary shares, par value (USD per share) | $ 0.001 | $ 0.001 | |
Ordinary shares, authorized (shares) | 200,000,000 | 200,000,000 | |
Ordinary shares, issued (shares) | 106,000,000 | 106,000,000 | |
Ordinary shares, outstanding (shares) | 106,000,000 | 106,000,000 | |
Variable Interest Entity | |||
Cash and cash equivalents | [1] | $ 165 | $ 238 |
Accounts receivable, net | [1] | 351 | 380 |
Inventories | [1] | 538 | 454 |
Property, plant and equipment, net | [1] | 994 | 1,367 |
Intangible assets, net | [1] | 16 | 20 |
Accounts payable | [1] | 382 | 385 |
Accrued liabilities | [1] | 135 | 244 |
Current portion of debt | [1] | 8 | 14 |
Consolidated VIE's | |||
Variable Interest Entity | |||
Cash and cash equivalents | 5 | 5 | |
Accounts receivable, net | 5 | 7 | |
Inventories | 1 | 2 | |
Property, plant and equipment, net | 5 | 5 | |
Intangible assets, net | 14 | 17 | |
Accounts payable | 1 | 1 | |
Accrued liabilities | 4 | 4 | |
Current portion of debt | $ 2 | $ 2 | |
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Trade sales, services and fees, net | $ 2,265 | $ 2,209 | $ 2,139 |
Cost of goods sold | 1,550 | 1,744 | 1,989 |
Operating expenses: | |||
Selling, general and administrative (includes corporate allocations from Huntsman of nil, $62 and $104, respectively) | 212 | 216 | 221 |
Restructuring, impairment and plant closing and transition costs | 628 | 52 | 35 |
Other operating expense (income), net | 6 | 10 | (45) |
Total operating expenses | 846 | 278 | 211 |
Operating (loss) income | (131) | 187 | (61) |
Interest expense | (53) | (100) | (59) |
Interest income | 13 | 60 | 15 |
Other income (expense), net | 6 | 39 | (3) |
(Loss) income from continuing operations before income taxes | (165) | 186 | (108) |
Income tax benefit (expense) | 8 | (50) | 23 |
(Loss) income from continuing operations | (157) | 136 | (85) |
Income from discontinued operations, net of tax | 0 | 8 | 8 |
Net (loss) income | (157) | 144 | (77) |
Net income attributable to noncontrolling interests | (6) | (10) | (10) |
Net (loss) income attributable to Venator | $ (163) | $ 134 | $ (87) |
Basic (losses) earnings per share: | |||
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share) | $ (1.53) | $ 1.19 | $ (0.89) |
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders (USD per share) | 0 | 0.07 | 0.07 |
Net income (loss) attributable to Venator Materials PLC ordinary shareholders (USD per share) | (1.53) | 1.26 | (0.82) |
Diluted (losses) earnings per share: | |||
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share) | (1.53) | 1.18 | (0.89) |
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders (USD per share) | 0 | 0.08 | 0.07 |
Net income (loss) attributable to Venator Materials PLC ordinary shareholders (USD per share) | $ (1.53) | $ 1.26 | $ (0.82) |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Huntsman | Corporate allocations | |||
Selling, general and administrative expenses | $ 0 | $ 62 | $ 104 |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (157) | $ 144 | $ (77) |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustment | (90) | 106 | 32 |
Pension and other postretirement benefits adjustments | (11) | 39 | (54) |
Hedging instruments | 11 | (5) | 0 |
Other comprehensive (loss) income, net of tax | (90) | 140 | (22) |
Comprehensive (loss) income | (247) | 284 | (99) |
Comprehensive income attributable to noncontrolling interest | (6) | (10) | (10) |
Comprehensive (loss) income attributable to Venator | $ (253) | $ 274 | $ (109) |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Parent's Net Investment and Advances | Ordinary Shares | Additional Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Subsidiaries |
Balance at the beginning of the period at Dec. 31, 2015 | $ 728 | $ 1,112 | $ 0 | $ 0 | $ 0 | $ (401) | $ 17 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (77) | (87) | 10 | ||||
Net changes in other comprehensive loss | (22) | (22) | |||||
Dividends paid to noncontrolling interests | (14) | (14) | |||||
Net changes in parent’s net investment and advances | (438) | (437) | (1) | ||||
Balance at the end of the period at Dec. 31, 2016 | 177 | 588 | 0 | 0 | 0 | (423) | 12 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | 144 | 67 | 67 | 10 | |||
Net changes in other comprehensive loss | 140 | 140 | 0 | ||||
Dividends paid to noncontrolling interests | (12) | (12) | |||||
Net changes in parent’s net investment and advances | 653 | 653 | 0 | ||||
Conversion of parent's net investment and advances to paid-in capital | 0 | (1,308) | 1,308 | ||||
Activity related to stock plans | 3 | 3 | |||||
Balance at the end of the period at Dec. 31, 2017 | 1,105 | 0 | 0 | 1,311 | 67 | (283) | 10 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (157) | 0 | (163) | 6 | |||
Net changes in other comprehensive loss | (90) | (90) | 0 | ||||
Dividends paid to noncontrolling interests | (8) | (8) | |||||
Activity related to stock plans | 5 | 5 | |||||
Balance at the end of the period at Dec. 31, 2018 | $ 855 | $ 0 | $ 0 | $ 1,316 | $ (96) | $ (373) | $ 8 |
CONSOLIDATED AND COMBINED STA_5
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities: | |||
Net (loss) income | $ (157) | $ 144 | $ (77) |
Income from discontinued operations, net of tax | 0 | (8) | (8) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 132 | 127 | 114 |
Deferred income taxes | (19) | 19 | (14) |
Loss (gain) on disposal of assets | 0 | 1 | (22) |
Noncash restructuring and impairment charges | 591 | 7 | 10 |
Insurance proceeds for business interruption, net of gain on recovery | 0 | 21 | 0 |
Noncash interest | 1 | 18 | 44 |
Noncash (gain) loss on foreign currency transactions | (6) | 1 | (9) |
Other, net | 9 | 13 | 1 |
Changes in assets and liabilities: | |||
Accounts receivable | 25 | (24) | (12) |
Inventories | (103) | 8 | 106 |
Prepaid expenses | (1) | (2) | 1 |
Other current assets | (13) | (1) | (4) |
Other noncurrent assets | (49) | 9 | (9) |
Accounts payable | (27) | 51 | 17 |
Accrued liabilities | (96) | 13 | (40) |
Other noncurrent liabilities | (5) | (60) | (18) |
Net cash provided by operating activities from continuing operations | 282 | 337 | 80 |
Net cash provided by operating activities from discontinued operations | 0 | 1 | 17 |
Net cash provided by operating activities | 282 | 338 | 97 |
Investing Activities: | |||
Capital expenditures | (326) | (197) | (103) |
Insurance proceeds for recovery of property damage | 0 | 76 | 0 |
Cash received from unconsolidated affiliates | 34 | 44 | 32 |
Investment in unconsolidated affiliates | (30) | (50) | (29) |
Repayment of government grant | 0 | (5) | 0 |
Net payments from (advances to) affiliates | 0 | 121 | (5) |
Proceeds from sale of businesses/assets | 1 | 0 | 9 |
Net cash used in investing activities from continuing operations | (321) | (11) | (96) |
Net cash used in investing activities from discontinued operations | 0 | (1) | (22) |
Net cash used in investing activities | (321) | (12) | (118) |
Financing Activities: | |||
Proceeds from short-term debt | 0 | 1 | 1 |
Net (repayments) borrowings from affiliate accounts payable | 0 | (100) | 47 |
Payments on notes payable | (6) | 0 | 0 |
Final settlement of affiliate balances at separation | 0 | (732) | 0 |
Principal payments on long-term debt | (4) | (12) | (2) |
Dividends paid to noncontrolling interests | (8) | (12) | (14) |
Proceeds from issuance of long-term debt | 0 | 750 | 0 |
Debt issuance costs paid | 0 | (18) | 0 |
Net cash (used in) provided by financing activities from continuing operations | (18) | (123) | 32 |
Net cash used in financing activities from discontinued operations | 0 | 0 | (2) |
Net cash (used in) provided by financing activities | (18) | (123) | 30 |
Effect of exchange rate changes on cash | (16) | 5 | (1) |
(Decrease) increase in cash and cash equivalents, including discontinued operations | (73) | 208 | 8 |
Cash and cash equivalents at beginning of period, including discontinued operations | 238 | 30 | 22 |
Cash and cash equivalents at end of period, including discontinued operations | 165 | 238 | 30 |
Supplemental cash flow information: | |||
Cash paid for interest | 46 | 28 | 5 |
Cash paid for income taxes | 34 | 21 | 7 |
Noncash investing and financing activities: | |||
The amount of capital expenditures in accounts payable | 70 | 39 | 21 |
Received noncash settlements of notes receivable from affiliates | 0 | 57 | 270 |
Settled noncash long-term debt to affiliates | $ 0 | $ 792 | $ 145 |
Description Of Business, Recent
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies | Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies General For convenience in this report, the terms “our,” “us,” “we” or “Venator” may be used to refer to Venator Materials PLC and, unless the context otherwise requires, its subsidiaries. Description of Business Venator operates in two segments: Titanium Dioxide and Performance Additives. The Titanium Dioxide segment manufactures and sells primarily TiO 2 , and operates eight TiO 2 manufacturing facilities across the globe, predominantly in Europe. 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 in Europe, North America, Asia and Australia. Recent Developments Potential Acquisition of Tronox European Paper Laminates Business On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed. Pori Fire On January 30, 2017, our TiO 2 manufacturing facility in Pori, Finland, experienced fire damage. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO 2 nameplate capacity and approximately 2% of total global TiO 2 demand. Prior to the fire, 60% of the site capacity produced specialty products. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products. On April 13, 2018, we received a final payment from our insurers of €191 million , or $236 million , bringing our total insurance receipts to €468 million , or $551 million , which was the limit of our insurance proceeds. We elected to receive the insurance proceeds in Euro in order to match the currency of the related business interruption losses and capital expenditures resulting from the Pori fire. For the twelve months ended December 31, 2018, we received €243 million , or $298 million , of insurance proceeds, while €225 million , or $253 million , was received during 2017. During the twelve months ended December 31, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The difference between payments received from our insurers of $551 million and the insurance recovery income of $558 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the periods. $68 million of deferred income for insurance recoveries was reported in accrued liabilities as of December 31, 2017. We recorded a loss of $10 million and $21 million for cleanup and other non-capital reconstruction costs in cost of goods sold for the twelve months ended December 31, 2018 and 2017, respectively. We recorded a loss of $31 million for the write-off of fixed assets and lost inventory in cost of goods sold in our consolidated and combined statements of operations for the twelve months ended December 31, 2017. On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO 2 manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. We currently plan to transfer certain technology and the production of select product grades, namely for inks, cosmetics, pharmaceutical and food grade applications, from Pori to other sites within our network. In addition, and as market conditions warrant, we intend to strengthen the existing manufacturing network by increasing its efficiency and by providing greater manufacturing flexibility. As part of the plan, we recorded restructuring expense of $465 million for the twelve months ended December 31, 2018, of which $417 million related to acceleration depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $39 million of cash and $426 million of noncash charges. Basis of Presentation Venator’s consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). Prior to the separation, Venator’s operations were included in Huntsman’s financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which are comprised of other businesses and include the Titanium Dioxide and Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives and other businesses are the primary beneficiaries. The consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to Venator, as well as allocations of direct and indirect corporate expenses, which are based upon an allocation method that in the opinion of management is reasonable. Such corporate cost allocation transactions between Venator and Huntsman have been considered to be effectively settled for cash in the consolidated and combined financial statements at the time the transaction is recorded and the net effect of the settlement of these transactions is reflected in the consolidated and combined statements of cash flows as a financing activity. Because the historical consolidated and combined financial information for the periods prior to the separation reflect the combination of these legal entities under common control, the historical consolidated and combined financial information prior to the separation includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see “ Note 16. Discontinued Operations .” For purposes of these consolidated and combined financial statements, all significant transactions with Huntsman International, a wholly-owned subsidiary of Huntsman through which Huntsman operates all of its businesses, have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated. Prior to our separation, Huntsman performed certain administrative and other services for Venator. These expenses were incurred by Huntsman and allocated to Venator based on either specific services provided or based on Venator’s total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations were reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil , $62 million and $104 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. In the notes to consolidated and combined financial statements , all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. Use of Estimates The preparation of financial statements in conformity with U.S. 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. Summary of Significant Accounting Policies Asset Retirement Obligations Venator accrues for asset retirement obligations, which consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs, in the period in which the obligations are incurred. Asset retirement obligations are initially recorded at estimated fair value. When the related liability is initially recorded, Venator capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its estimated settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, Venator will recognize a gain or loss for any difference between the settlement amount and the liability recorded. See “ Note 13. Asset Retirement Obligations .” Carrying Value of Long-Lived Assets Venator reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and Venator recognizes an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved. Cash and Cash Equivalents Venator considers cash in bank accounts and short-term highly liquid investments with remaining maturities of three months or less at the date of purchase to be cash and cash equivalents. Prior to the separation, Venator participated in Huntsman International’s cash pooling program. The cash pooling program was an intercompany borrowing arrangement designed to reduce Venator’s dependence on external short-term borrowing. See “ Note 15. Debt .” Cost of Goods Sold Venator classifies the costs of manufacturing and distributing its products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed expenses directly associated with production. Manufacturing costs include, among other things, plant site operating costs and overhead costs (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight, and warehousing costs are also included in cost of goods sold. Derivative Transactions and Hedging Activities All derivatives are recorded on Venator’s consolidated and combined balance sheets at fair value. Prior to January 1, 2018, the effective portion of changes in the fair value of derivatives designated as hedges were recorded in other comprehensive income (loss) until the hedge item impacts earnings at which point the accumulated gains and losses were recognized in other income (expense), net in the consolidated and combined statements of operations . The ineffective portion of the change in fair value of derivatives accounted for as hedges and the gains and losses of derivatives not designated as hedges were recognized in earnings. Beginning January 1, 2018, the gains and losses on derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and recognized in income (expense), when the hedged item impacts earnings. See “ Note 17. Derivative Instruments and Hedging Activities .” Environmental Expenditures Environmental-related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and cleanup obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “ Note 23. Environmental, Health and Safety Matters .” Financial Instruments The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, amounts receivable from affiliates, accounts payable, current portion of amounts payable to affiliates, and accrued liabilities approximate their fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is estimated using prevailing market prices. The estimated fair values of Venator’s long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market. Foreign Currency Translation Venator is domiciled in the U.K. which uses the British pound sterling, however, we report in U.S. dollars. The accounts of Venator’s operating subsidiaries outside of the U.S. consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are recorded in other expense (income), net in the consolidated and combined statements of operations and were net gains of $6 million , net losses of $1 million , and net gains of $9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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. Venator evaluates 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, Venator considers the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits Venator’s ability to consider other subjective evidence such as Venator’s projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions. Venator is comprised of operations in various tax jurisdictions. Prior to the separation, Venator’s operations were included in Huntsman’s financial results in different legal forms, including but not limited to wholly-owned subsidiaries for which Venator was the sole business, components of legal entities in which Venator operated in conjunction with other Huntsman businesses and variable interest entities in which Venator is the primary beneficiary. The consolidated and combined financial statements have been prepared from Huntsman’s historical accounting records through the separation and are presented on a stand-alone basis as if Venator’s operations had been conducted separately from Huntsman; however, Venator did not operate as a separate, stand-alone entity for the periods presented prior to the separation and, as such, the tax results and attributes presented prior to the separation in these consolidated and combined financial statements would not be indicative of the income tax expense or benefit, income tax related assets and liabilities and cash taxes had Venator been a stand-alone company. Prior to the separation, the consolidated and combined financial statements were prepared under the anticipated legal structure of Venator such that the historical results of legal entities are presented as follows: The historical tax results of legal entities which file separate tax returns in their respective tax jurisdictions and which need no restructuring before being contributed are included without adjustment, including the inclusion of any currently held subsidiaries. The historical tax results of legal entities in which Venator operated in conjunction with other Huntsman businesses for which new legal entities were formed for Venator operations are presented on a stand-alone basis as if their operations had been conducted separately from Huntsman and any adjustments to current taxes payable have been treated as adjustments to parent’s net investment and advances. The historical tax results of legal entities in which Venator operated in conjunction with other Huntsman businesses for which the Huntsman business were transferred out have been presented without adjustment, including the historical results of the Huntsman businesses which are unrelated to Venator operating businesses. Prior to the separation, pursuant to tax-sharing agreements, subsidiaries of Huntsman were charged or credited, in general, with an amount of income taxes as if they filed separate income tax returns. Adjustments to current income taxes payable by Venator have been treated as adjustments to parent’s net investment and advances. Prior to the separation, Venator included the U.S. Titanium Dioxide and Performance Additives subsidiaries of Huntsman International which were treated for U.S. tax purposes as divisions of Huntsman International. Huntsman International was included in the U.S. consolidated tax return of its parent, Huntsman. The U.S. tax expense, deferred tax assets, and deferred tax liabilities in these financial statements do not necessarily reflect the tax expense, deferred tax assets, or deferred tax liabilities that would have resulted had Venator not been operated as a U.S. income tax branch structure in combination with Huntsman. A 2% U.S. state income tax rate (net of federal benefit) was estimated for Venator based upon the estimated apportionment factors and actual income tax rates in state tax jurisdictions where it had nexus. U.S. foreign tax credits relating to taxes paid by non-U.S. business entities were generated and utilized by Huntsman. On a separate entity basis, these foreign tax credits would not have been generated or utilized, therefore, no additional allocation of Huntsman foreign tax credits was necessary. Additionally, Huntsman had no U.S. net operating loss carryforward amounts (“NOLs”) or similar attributes to allocate. Venator believes this methodology is reasonable and complies with Staff Accounting Bulletin Topic 1B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity . Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. Venator is required to determine if an income tax position meets the criteria of more-likely-than-not to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires Venator to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more-likely-than-not, Venator is required to make judgments and apply assumptions in order to measure the amount of the tax benefits to recognize. The judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in the consolidated and combined financial statements. See “ Note 19. Income Taxes .” Intangible Assets Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows: Patents, trademarks and technology 5 - 30 years Other intangibles 5 - 15 years Inventories Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out and average costs methods for different components of inventory. Legal Costs Venator expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred. Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows: Buildings and leasehold improvements 5 - 50 years Plant and equipment 3 - 30 years Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments, and major repairs that significantly extend the useful life of the assets are capitalized and the assets replaced, if any, are retired. Research and Development Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs charged to expense were $17 million , $16 million and $15 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Revenue Recognition Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied, at which point the control of the goods transfers to the customer, there is a present right to payment and legal title, and the risks and rewards of ownership have transferred to the customer. Revenues is measured as the amount of consideration we expect to receive in exchange for transferred goods. Share-based Compensation We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which the employee is required to provide services in exchange for the award. Reclassification Certain amounts in the consolidated and combined financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications were to record results of operations of other businesses of Huntsman to discontinued operations. See " Note 16. Discontinued Operations .” Earnings (Losses) Per Share Basic earnings (losses) per share excludes dilution and is computed by dividing net income (loss) attributable to Venator Materials PLC ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) attributable to Venator Materials PLC 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. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | Note 2. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted During the Period In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . This ASU along with subsequently issued amendments, outline a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most previously issued revenue recognition guidance. Under this guidance, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. These ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We adopted these ASUs effective January 1, 2018 and we have elected the modified retrospective approach as the transition method. As a result of the adoption of these amendments, we revised our accounting policy for revenue recognition as detailed in “ Note 3. Revenue .” The adoption of these ASUs did not have a significant impact on our consolidated and combined financial statements . In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact our consolidated and combined financial statements . In March 2017, the FASB issued ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . The amendments in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the consolidated and combined statements of operations separately from the service cost component and outside of income from operations. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the consolidated and combined statements of operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. We adopted the amendments of this ASU effective January 1, 2018, which impacted the presentation of our financial statements. Our historical presentation of service cost components was consistent with the amendments in this ASU. The other components of net periodic pension and postretirement benefit costs are presented within other nonoperating income, whereas we historically presented these within cost of goods sold and selling, general and administrative expenses. As a result of the retrospective adoption of this ASU, for the years ended December 31, 2017 and 2016, cost of goods sold increased by $6 million and $2 million , respectively, selling, general and administrative expenses decreased by $2 million and $4 million , respectively, and other income increased by $4 million and decreased by $2 million , respectively, within our consolidated and combined statements of operations . In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships as well as the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements to increase the understandability of the results of an entity’s intended hedging strategies. The amendments in this ASU also include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted in any interim period after the issuance of this ASU. Transition requirements and elections should be applied to hedging relationships existing on the date of adoption. For cash flow and net investment hedges, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness, and the amended presentation and disclosure guidance is required only prospectively. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not have an impact on our consolidated and combined financial statements . Accounting Pronouncements Pending Adoption in Future Periods In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. We expect to use the package of practical expedients that allows us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We plan to apply the short-term lease exception, therefore we will not record a right-of-use asset or corresponding lease liability for leases with a term of twelve months or less and instead recognize a single lease cost allocated over the lease term, generally on a straight-line basis. We plan to adopt ASU 2016-02 using the alternative transition method set forth in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , issued in July 2018, which allows for the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of the new standard will have a material impact on our consolidated and combined balance sheet due to the recognition of right-of-use assets and lease liabilities. Because of the transition method we will use to adopt the new standard, it will not be applied to periods prior to adoption and the adoption will have no impact on our previously reported results or disclosure. We are additionally assessing the impact of the new standard on our internal controls over financial reporting. Upon adoption, we expect to record approximately $50 million to $55 million of additional right-of-use assets and lease obligations. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact, will be recorded as an adjustment to retained earnings. We do not anticipate that this standard will have a material impact on our statement of operations or statement of cash flows. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) . This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). This standard is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. We have completed our assessment and we do not anticipate this will have a material impact on our statement of comprehensive income. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20) . The amendments in this ASU add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This standard is effective for fiscal years ending after December 15, 2020 and must be applied on a retrospective basis. We are evaluating the effect of adopting this new accounting guidance, but do not expect adoption will have a material impact on our financial position. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. Revenue We account for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers , which became effective January 1, 2018. As part of the adoption of ASC 606, we applied the new standard on a modified retrospective basis analyzing open contracts as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessary as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements. 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 good that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping, at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods. Sales, value-added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We recognize these costs for shipping and handling when control over products have transferred to the customer as an expense in cost of goods sold. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less than one year. The following table disaggregates our revenue by major geographical region for the years ended December 31, 2018 , 2017 and 2016 : 2018 2017 2016 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total North America $ 296 $ 277 $ 573 $ 281 $ 301 $ 582 $ 260 $ 291 $ 551 Europe 828 206 1,034 794 194 988 733 187 920 Asia 368 98 466 349 97 446 336 90 426 Other 174 18 192 180 13 193 225 17 242 Total Revenues $ 1,666 $ 599 $ 2,265 $ 1,604 $ 605 $ 2,209 $ 1,554 $ 585 $ 2,139 The following table disaggregates our revenue by major product line for the years ended December 31, 2018 , 2017 and 2016 : 2018 2017 2016 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 1,666 $ — $ 1,666 $ 1,604 $ — $ 1,604 $ 1,554 $ — $ 1,554 Color Pigments — 294 294 — 302 302 — 296 296 Functional Additives — 140 140 — 130 130 — 126 126 Timber Treatment — 142 142 — 151 151 — 140 140 Water Treatment — 23 23 — 22 22 — 23 23 Total Revenues $ 1,666 $ 599 $ 2,265 $ 1,604 $ 605 $ 2,209 $ 1,554 $ 585 $ 2,139 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 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 a certain volume is 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. |
Earnings (Losses) Per Share
Earnings (Losses) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Losses) Per Share | Note 4. Earnings (Losses) Per Share Basic earnings (losses) per share excludes dilution and is computed by dividing net (loss) income attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) 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. For the periods prior to our IPO, the average number of ordinary shares outstanding used to calculate basic and diluted earnings (losses) per share was based on the ordinary shares that were outstanding at the time of our IPO. Basic and diluted earnings (losses) per share is determined using the following information: For the years ended December 31, 2018 2017 2016 Numerator: Basic and diluted (loss) income from continuing operations: (Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders $ (163 ) $ 126 $ (95 ) Basic and diluted income from discontinued operations: Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders $ — $ 8 $ 8 Basic and diluted net (loss) income: Net (loss) income attributable to Venator Materials PLC ordinary shareholders $ (163 ) $ 134 $ (87 ) Denominator: Weighted average shares outstanding 106.4 106.3 106.3 Dilutive share-based awards 0.3 0.4 — Total weighted average shares outstanding, including dilutive shares 106.7 106.7 106.3 The number of anti-dilutive employee share-based awards excluded from the computation of diluted EPS was 1 million for the year ended December 31, 2018 , and not significant for each of the years ended December 31, 2017 and 2016 . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Raw materials and supplies $ 165 $ 149 Work in process 56 46 Finished goods 317 259 Total $ 538 $ 454 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 6. Property, Plant and Equipment The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Land and land improvements $ 98 $ 101 Buildings 236 236 Plant and equipment 1,926 2,048 Construction in progress 144 255 Total 2,404 2,640 Less accumulated depreciation (1,410 ) (1,273 ) Property, plant, and equipment—net $ 994 $ 1,367 Depreciation expense for the years ended December 31, 2018 , 2017 and 2016 was $129 million, $124 million and $110 million, respectively. |
Investment In Unconsolidated Af
Investment In Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment In Unconsolidated Affiliates | Note 7. Investment In Unconsolidated Affiliates Investments in companies in which we exercise significant influence, but do not control, are accounted for using the equity method. Tioxide Americas Inc., a wholly-owned subsidiary of Venator, has a 50% interest in Louisiana Pigment Company, L.P. (“LPC”). Located in Lake Charles, Louisiana, LPC is a joint venture that produces TiO 2 for the exclusive benefit of each of the joint venture partners. In accordance with the joint venture agreement, this plant operates on a break-even basis. This investment is accounted for using the equity method and totaled $83 million and $86 million at December 31, 2018 and 2017 , respectively. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2018 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Variable Interest Entities | Note 8. 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 DowDuPont. Viance markets timber treatment products for Venator. Our joint venture interest in Viance was acquired as part of the Rockwood acquisition. It was determined that the activity that most significantly impacts its 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 and began consolidating Viance upon the Rockwood acquisition on October 1, 2014. Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at December 31, 2018 , the joint ventures’ assets, liabilities and results of operations are included in Venator’s consolidated and combined financial statements . The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities are as follows: Year ended December 31, 2018 2017 2016 Revenues $ 117 $ 127 $ 116 Income from continuing operations before income taxes 13 21 21 Net cash provided by operating activities 16 25 26 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 9. Intangible Assets The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Patents, trademarks and technology $ 18 $ 9 $ 9 $ 17 $ 6 $ 11 Other intangibles 14 7 7 15 6 9 Total $ 32 $ 16 $ 16 $ 32 $ 12 $ 20 Amortization expense was $3 million, $3 million and $4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Our estimated future amortization expense for intangible assets over the next five years is as follows: Year ending December 31, Amount 2019 $ 3 2020 3 2021 3 2022 3 2023 3 |
Other Noncurrent Assets
Other Noncurrent Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Noncurrent Assets | Note 10. Other Noncurrent Assets Other noncurrent assets at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Spare parts inventory $ 25 $ 13 Notes receivable 10 9 Pension assets 46 1 Debt issuance costs 4 4 Other 4 11 Total $ 89 $ 38 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Note 11. Accrued Liabilities Accrued liabilities at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Payroll and benefits $ 49 $ 50 Restructuring and plant closing costs 18 11 Rebate accrual 19 22 Current taxes payable — 14 Asset retirement obligation 10 19 Taxes other than income taxes 2 2 Pension liabilities 1 1 Deferred income — 69 Other miscellaneous accruals 36 56 Total $ 135 $ 244 |
Restructuring, Impairment and P
Restructuring, Impairment and Plant Closing and Transition Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Plant Closing and Transition Costs | Note 12. 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. As of December 31, 2018 , 2017 and 2016 , accrued restructuring and plant closing costs by type of cost and initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued liabilities as of January 1, 2016 $ 90 $ — $ 90 2016 charges for 2015 and prior initiatives 3 16 19 2016 charges for 2016 initiatives 6 — 6 Distribution of prefunded restructuring costs (36 ) — (36 ) 2016 payments for 2015 and prior initiatives (36 ) (16 ) (52 ) 2016 payments for 2016 initiatives (6 ) — (6 ) Accrued liabilities as of December 31, 2016 $ 21 $ — $ 21 2017 charges for 2016 and prior initiatives — 8 8 2017 charges for 2017 initiatives 33 4 37 Reversal of reserves no longer required (1 ) — (1 ) 2017 payments for 2016 and prior initiatives (12 ) (8 ) (20 ) 2017 payments for 2017 initiatives (8 ) (4 ) (12 ) Foreign currency effect on liability balance 1 — 1 Accrued liabilities as of December 31, 2017 $ 34 $ — $ 34 2018 charges for 2017 and prior initiatives 2 16 18 2018 charges for 2018 initiatives 17 2 19 2018 payments for 2017 and prior initiatives (17 ) (16 ) (33 ) 2018 payments for 2018 initiatives (2 ) (2 ) (4 ) Foreign currency effect on liability balance (2 ) — (2 ) Accrued liabilities as of December 31, 2018 $ 32 $ — $ 32 (1) The total workforce reduction reserves of $32 million relate to the termination of 591 positions, of which three positions had been terminated but not yet paid as of December 31, 2018 . (2) Accrued liabilities remaining at December 31, 2018 , 2017 and 2016 by year of initiatives were as follows: December 31, 2018 2017 2016 2016 initiatives and prior $ 4 $ 9 $ 21 2017 initiatives 14 25 — 2018 initiatives 14 — — Total $ 32 $ 34 $ 21 Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative: Titanium Dioxide Performance Additives Total Accrued liabilities as of January 1, 2016 $ 57 $ 33 $ 90 2016 charges for 2015 and prior initiatives 3 16 19 2016 charges for 2016 initiatives 6 — 6 Distribution of prefunded restructuring costs (23 ) (13 ) (36 ) 2016 payments for 2015 and prior initiatives (23 ) (29 ) (52 ) 2016 payments for 2016 initiatives (6 ) — (6 ) Foreign currency effect on liability balance (2 ) 2 — Accrued liabilities as of December 31, 2016 $ 12 $ 9 $ 21 2017 charges for 2016 and prior initiatives 4 4 8 2017 charges for 2017 initiatives 34 3 37 Reversal of reserves no longer required (1 ) — (1 ) 2017 payments for 2016 and prior initiatives (9 ) (11 ) (20 ) 2017 payments for 2017 initiatives (10 ) (2 ) (12 ) Foreign currency effect on liability balance — 1 1 Accrued liabilities as of December 31, 2017 $ 30 $ 4 $ 34 2018 charges for 2017 and prior initiatives 18 — 18 2018 charges for 2018 initiative 15 4 19 2018 payments for 2017 and prior initiatives (28 ) (5 ) (33 ) 2018 payments for 2018 initiatives (1 ) (3 ) (4 ) Foreign currency effect on liability balance (2 ) — (2 ) Accrued liabilities as of December 31, 2018 $ 32 $ — $ 32 Current portion of restructuring reserves $ 18 $ — $ 18 Long-term portion of restructuring reserve 14 — 14 Details with respect to cash and noncash restructuring charges for the years ended December 31, 2018 , 2017 and 2016 by initiative are provided below: Cash charges $ 37 Pension-related charges 25 Accelerated depreciation 556 Other non-cash charges 10 Total 2018 Restructuring, Impairment of Plant Closing and Transition Costs $ 628 Cash charges $ 45 Accelerated depreciation 3 Impairment of assets 3 Other non-cash charges 1 Total 2017 Restructuring, Impairment of Plant Closing and Transition Costs $ 52 Cash charges $ 25 Accelerated depreciation 8 Impairment of assets 1 Other non-cash charges 1 Total 2016 Restructuring, Impairment and Plant Closing and Transition Costs $ 35 In December 2014, we implemented a comprehensive restructuring program to improve the global competitiveness of our Titanium Dioxide and Performance Additives segments. As part of the program, we were reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil , nil , $3 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. We do not expect to incur any additional charges as part of this program. In July 2016, we announced plans to close our Umbogintwini, South Africa TiO 2 manufacturing facility. As part of the program, we recorded restructuring expense of $3 million , $4 million and $6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. We recorded an impairment charge of $1 million for our Umbogintwini facility in 2016 . We expect to incur additional charges of approximately $7 million through 2022 . In March 2017, we announced a plan to close the white end finishing and packaging operation of our TiO 2 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. In connection with this closure, we recorded restructuring expense of $15 million and $34 million in the years ended December 31, 2018 and 2017 , respectively. We recorded $8 million of accelerated depreciation on the remaining long-lived assets associated with this manufacturing facility during the year ended December 31, 2016 . We expect to incur additional charges of approximately $44 million through the end of 2022 . In September 2017, we announced a plan to close our St. Louis and Easton manufacturing facilities. As part of the program, we recorded restructuring expense of $16 million and $7 million for the years ended December 31, 2018 and 2017 , respectively, of which $14 million and $3 million was accelerated depreciation, respectively. We do not expect to incur any additional charges as part of this program. In May 2018, we implemented a plan to close portions of our Color Pigments manufacturing facility in Augusta, Georgia. As part of the program, we recorded restructuring expense of $129 million for the year ended December 31, 2018 of which $125 million was accelerated depreciation. We expect to incur additional charges of approximately $1 million through the end of 2019. In August 2018, we implemented a plan to close our Color Pigments manufacturing sites in Beltsville, Maryland. As part of the program, we expect to incur charges of approximately $2 million through 2019 , of which $1 million relates to accelerated depreciation. In September 2018, we announced a plan to close our Pori, Finland TiO 2 manufacturing facility. As part of the program, we recorded restructuring expense of $465 million for the year ended December 31, 2018 , of which $417 million related to accelerated depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $39 million of cash and $426 million related of noncash charges. We expect to incur additional charges of approximately $170 million through the end of 2024, of which $68 million relates to accelerated depreciation, $97 million relates to plant shut down costs, $3 million relates to other employee costs, and $2 million relates to the write-off of other assets. Future charges consist of $70 million of noncash costs and $100 million of cash costs. |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 13. Asset Retirement Obligations Asset retirement obligations consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs. Venator is legally required to perform capping and closure and post-closure care on the landfills and asbestos abatement on certain of its premises. For each asset retirement obligation, Venator recognized the estimated fair value of a liability and capitalized the cost as part of the cost basis of the related asset. The following table describes changes to Venator’s asset retirement obligation liabilities: December 31, 2018 2017 Asset retirement obligations at beginning of year $ 45 $ 39 Accretion expense 2 2 Liabilities incurred — 5 Liabilities settled (8 ) (5 ) Foreign currency effect on reserve balance (2 ) 4 Asset retirement obligations at end of year $ 37 $ 45 |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Noncurrent Liabilities | Note 14. Other Noncurrent Liabilities Other noncurrent liabilities at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Pension liabilities $ 253 $ 230 Employee benefit accrual 4 4 Asset retirement obligations 27 26 Other postretirement benefits 3 3 Environmental reserves 11 11 Restructuring and plant closing costs 14 23 Other 1 9 Total $ 313 $ 306 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 15. Debt Outstanding debt, net of issuance costs of $13 million and $12 million as of December 31, 2018 and December 31, 2017 , respectively, consisted of the following: December 31, December 31, Senior notes $ 370 $ 370 Term loan facility 365 367 Other 13 20 Total debt—excluding debt to affiliates $ 748 $ 757 Less: short-term debt and current portion of long-term debt 8 14 Total long-term debt—excluding debt to affiliates $ 740 $ 743 Long-term debt to affiliates — — Total long-term debt $ 740 $ 743 The estimated fair value of the Senior Notes was $300 million and $396 million as of December 31, 2018 and 2017 , respectively. The estimated fair value of the Term Loan Facility was $355 million and $378 million as of December 31, 2018 and 2017 , respectively. The estimated fair values of the Senior Notes and the Term Loan Facility are based upon quoted market prices (Level 1). The weighted average interest rate on our outstanding balances under the Senior Notes, Term Loan Facility and cross-currency swaps as of December 31, 2018 is approximately 5% . Senior Notes On July 14, 2017, the Issuers entered into an indenture in connection with the issuance of the Senior Notes. The Senior Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Senior Credit Facilities On August 8, 2017, we entered into the Senior Credit Facilities that provide for first lien senior secured financing of up to $675 million , consisting of: • the Term Loan Facility in an aggregate principal amount of $375 million , with a maturity of seven years ; and • the ABL Facility in an aggregate principal amount of up to $300 million , with a maturity of five years . The Term Loan Facility will amortize in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility, payable quarterly commencing in the fourth quarter of 2017. Availability to borrow under the $300 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 increase borrowing availability. As a result, the aggregate amount available for extensions of credit under the ABL Facility at any time is the lesser of $300 million and the borrowing base calculated according to the formula described above minus the aggregate amount of extensions of credit outstanding under the ABL Facility at such time. Borrowings under the Term Loan Facility bear interest at a rate equal to, at Venator’s option, either (a) a London Interbank Offering Rate (“LIBOR”) based rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs subject to an interest rate floor to be agreed or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case plus an applicable margin to be agreed upon. Borrowings under the ABL Facility bear interest at a variable rate equal to an applicable margin based on the applicable quarterly average excess availability under the ABL Facility plus either a LIBOR or a base rate. The applicable margin percentage is calculated and established once every three calendar months and varies from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the ABL Facility for the immediately preceding three-month period. 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. Cash Pooling Program Prior to the separation, Venator addressed cash flow needs by participating in a cash pooling program with Huntsman. Cash pooling transactions were recorded as either amounts receivable from affiliates or amounts payable to affiliates and are presented as “Net advances to affiliates” and “Net borrowings on affiliate accounts payable” in the investing and financing sections, respectively, in the consolidated and combined statements of cash flows. Interest income was earned if an affiliate was a net lender to the cash pool and paid if an affiliate was a net borrower from the cash pool based on a variable interest rate determined historically by Huntsman. Venator exited the cash pooling program prior to the separation and all receivables and payables generated through the cash pooling program were settled in connection with the separation. Notes Receivable and Payable of Venator to Subsidiaries of Huntsman International Substantially all Huntsman receivables or payable were eliminated in connection with the separation, other than a payable to Huntsman for a liability pursuant to the tax matters agreement entered into at the time of the separation, which has been presented as "Noncurrent payable to affiliates" on our consolidated and combined balance sheets. See " Note 19. Income Taxes " for further discussion. A/R Programs Certain of our entities participated in the accounts receivable securitization programs (“A/R Programs”) sponsored by Huntsman International. Under the A/R Programs, these entities sell certain of their trade receivables to Huntsman International. Huntsman International grants an undivided interest in these receivables to a Special Purpose Entity, which serve as security for the issuance of debt of Huntsman International. On April 21, 2017, Huntsman International amended its accounts receivable securitization facilities, which among other things removed existing receivables sold into the A/R Programs by Venator and at which time we discontinued our participation in the A/R Programs. The entities' allocated losses on the A/R Programs for the years ended December 31, 2018 , 2017 and 2016 were nil , $1 million and $5 million , respectively. The allocation of losses on sale of accounts receivable is based upon the pro-rata portion of total receivables sold into the securitization program as well as other program and interest expenses associated with the A/R Programs. Capital Leases Venator also has lease obligations accounted for as capital leases primarily related to manufacturing facilities which are included in other long-term debt. The scheduled maturities of Venator’s commitments under capital leases are as follows: Year ending December 31, Amount 2019 $ 1 2020 2 2021 1 2022 1 Thereafter 8 Total minimum payments 13 Less: Amounts representing interest (3 ) Present value of minimum lease payments 10 Less: Current portion of capital leases (1 ) Long-term portion of capital leases $ 9 Maturities The scheduled maturities of our debt (excluding debt to affiliates) by year as of December 31, 2018 are as follows: Year ended December 31, Amount 2019 $ 7 2020 4 2021 5 2022 4 2023 5 Thereafter 723 Total $ 748 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 16. Discontinued Operations The Titanium Dioxide, Performance Additives and other businesses were included in Huntsman’s financial results in different legal forms, including, but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities that are comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide, Performance Additives and other businesses are the primary beneficiaries. Because the historical consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical consolidated and combined financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. The legal entity structure of Huntsman was reorganized during the fourth quarter of 2016 and the second quarter of 2017 such that the other businesses would not be included in Venator’s legal entity structure and as such, the discontinued operations presented below reflect financial results of the other businesses through the date of such reorganization. The following table summarizes the operations data for discontinued operations: Year ended December 31, 2018 2017 2016 Revenues: Trade sales, services and fees, net $ — $ 15 $ 110 Related party sales — 17 60 Total revenues — 32 170 Cost of goods sold — 26 147 Operating expenses: Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively) — (7 ) 15 Restructuring, impairment and plant closing costs — 1 — Other income, net — 1 (1 ) Total operating expenses — (5 ) 14 Income from discontinued operations before tax — 11 9 Income tax expense — (3 ) (1 ) Net income from discontinued operations $ — $ 8 $ 8 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 17. Derivative Instruments and Hedging Activities To reduce cash flow volatility from foreign currency fluctuations, we enter into forward and swap contracts to hedge portions of cash flows of certain foreign currency transactions. We do not use derivative financial instruments for trading or speculative purposes. Cross-Currency Swaps In December 2017, we entered into three cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. dollar denominated notes, including the semi-annual interest payments and the payment of remaining principle at maturity, to a fixed-rate, Euro denominated debt. The economic effect of the swap agreement was to eliminate the uncertainty of the cash flows in U.S. Dollars associated with the notes by fixing the principle amount at €169 million with a fixed annual rate of 3.43% . These hedges have been designated as cash flow hedges and the critical terms of the cross-currency swap agreements correspond to the underlying hedged item. These swaps mature in July 2022, which is our best estimate of the repayment date of these intercompany loans. The amount and timing of the semi-annual principle payments under the cross-currency swap also correspond with the terms of the intercompany loans. Gains and losses from these hedges offset the changes in the value of interest and principal payments as a result of changes in foreign exchange rates. 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 loss and subsequently recognized in other income in the audited consolidated and combined statements of operations when the hedged item impacts earnings. Cash flows related to our cross-currency swap that relate to our periodic interest settlement will be classified as operating activities and the cash flows that relates to principal balances will be designated as financing activities. The fair value of these hedges was an asset of $6 million and a liability of $5 million at December 31, 2018 and 2017 , respectively, and was recorded as other long-term assets and other long-term liabilities on our consolidated and combined balance sheets , respectively. 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. During 2018 and 2017 the changes in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $11 million and a loss of $5 million , respectively. As of December 31, 2018 , accumulated other comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions. We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We continually monitor our position and the credit rating of our counterparties, and we do not anticipate nonperformance by the counterparties. Forward Currency Contracts Not Designated as Hedges We transact business in various foreign currencies and we enter into currency forward contracts to offset the risk associated with the risks of foreign currency exposure. At December 31, 2018 and 2017 we had $89 million and $109 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). |
Share-Based Compensation Plan
Share-Based Compensation Plan | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation Plan | Note 18. Share-Based Compensation Plan On August 1, 2017, our compensation committee and board of directors adopted the Venator Materials 2017 Stock Incentive Plan (the “LTIP”) to provide for the granting of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom shares, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of December 31, 2018 , we were authorized to grant up to 12.8 million shares under the LTIP. As of December 31, 2018 , we had 11.1 million shares remaining under the LTIP available for grant. Stock option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of Venator’s ordinary shares on the date the stock option award is granted. Share-based awards generally vest over a three -year period; certain performance awards vest over a two -year period and awards to Venator’s directors vest on the grant date. Awards granted by Huntsman prior to the separation (referred to as “Huntsman awards”), which consisted of stock options, restricted stock, performance awards and phantom shares, were generally treated as follows in connection with the separation: • All vested Huntsman awards remained as Huntsman awards. • After the separation, unvested Huntsman awards were converted to Venator awards. Huntsman stock options were converted to Venator stock options and Huntsman restricted stock, performance awards and phantom shares were converted to Venator restricted stock units. • 39 employees were affected by the conversion. • Each Huntsman award was converted to approximately 1.33 Venator awards. • The converted awards are generally subject to the same vesting, expiration and other terms and conditions as applied to the underlying Huntsman awards immediately prior to the separation. The compensation cost from continuing operations under the Huntsman Stock Incentive Plan (“Huntsman Plan”) allocated to Venator was nil , $2 million and $2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The allocation was determined annually based upon the outstanding number of shares of each type of award granted to individuals employed by Venator. After the separation, we incurred $6 million and $3 million in compensation cost related to the converted awards and new awards granted under the LTIP for the years ended December 31, 2018 and 2017 , respectively. The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $1 million , $1 million and nil for the years ended December 31, 2018 , 2017 and 2016 , respectively. Stock Options Huntsman Plan Under the Huntsman Plan, the fair value of each stock option award was estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the grant date. The expected term of stock options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted averages of the assumptions utilized for all stock options granted during the year until the separation. 2017 2016 Dividend yield 2.4 % 5.6 % Expected volatility 56.9 % 57.9 % Risk-free interest rate 2.0 % 1.4 % Expected life of stock options granted during the period 5.9 years 5.9 years Converted Awards After the separation, the unvested Huntsman stock option awards were converted to Venator stock option awards. On the date of conversion, the fair value of the stock option awards was revalued using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the conversion date. The expected term of stock options converted was estimated based on the safe harbor approach calculated as the vesting period plus remaining contractual term divided by two. The risk-free rate for periods within the expected life of the option was based on the U.S. Treasury yield curve in effect at the time of conversion. The assumptions noted below represent the weighted averages of assumptions utilized for all unvested stock options that were converted after the separation. 2017 2016 Dividend yield — — Expected volatility 39.6 % 39.2 % Risk-free interest rate 1.9 % 1.8 % Expected life of stock options granted during the period 5.5 years 4.7 years New Grants After the separation, stock option awards were granted under the LTIP. The fair value of the stock option awards were estimated using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the grant date. The expected term of stock options granted was estimated on the safe harbor approach calculated as the vesting period plus remaining contractual term divided by two. The risk-free rate for the periods within the expected life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of assumptions utilized for stock options granted during 2018 and 2017 under the LTIP. Year ended December 31, 2018 2017 Dividend yield — — Expected volatility 38.8 % 41.0 % Risk-free interest rate 2.8 % 2.0 % Expected life of stock options granted during the period (in years) 6.0 6.0 The table below presents the changes in stock option awards for our ordinary shares from December 31, 2017 through December 31, 2018 . Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in millions) Outstanding at December 31, 2017 628 $ 12.24 Granted 412 21.82 Exercised — — Forfeited (37 ) 14.10 Expired — — Outstanding at December 31, 2018 1,003 16.10 8.5 $ — Exercisable at December 31, 2018 290 11.74 7.3 — Intrinsic value is the difference between the market value of our common stock and the exercise price of each stock option multiplied by the number of stock options outstanding for those stock options where the market value exceeds their exercise price. During the years ended December 31, 2018 , 2017 and 2016 , the total intrinsic value of stock options exercised was nil , each. The weighted-average grant-date fair value of stock options granted during 2018 , 2017 and 2016 was $9.12 , $7.68 and $2.21 per option, respectively. As of December 31, 2018 , there was $3 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the LTIP and Huntsman Plans. That cost is expected to be recognized over a weighted-average period of 1.9 years. Restricted Stock Units Huntsman Plan Nonvested shares granted under the Huntsman Plan consisted of restricted stock and performance shares, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each performance share unit award was estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the year ended December 31, 2016 , the weighted-average expected volatility rate was 39.3% and the weighted average risk-free interest rate was 0.9% . For the performance awards granted during the year ended December 31, 2016 , the number of shares earned varies based upon Huntsman achieving certain performance criteria over two -year and three -year performance periods. The performance criteria are total stockholder return of Huntsman’s common stock relative to the total stockholder return of a specified industry peer-group for the two -year and three -year performance periods. Converted Awards After the separation, the unvested Huntsman restricted stock, performance awards and phantom shares were converted to Venator restricted stock units. On the date of conversion, the fair value of the restricted stock and phantom share awards was revalued based on Venator’s closing share price, and the performance awards were revalued using the Monte Carlo valuation. New Grants After the separation, restricted stock unit awards were granted under the LTIP. The fair value of the restricted stock is based on the closing share price on the date of grant. The table below presents the changes in nonvested awards for our ordinary shares from December 31, 2017 through December 31, 2018 . Shares Weighted Average Grant-Date Fair Value (in thousands) Nonvested at December 31, 2017 504 $ 13.96 Granted 219 21.83 Vested (1) (251 ) 12.34 Forfeited (24 ) 14.17 Nonvested at December 31, 2018 448 18.71 (1) As of December 31, 2018 , a total of 53,779 restricted stock units were vested but not yet issued. These shares have not been reflected as vested shares in the table because, in accordance with the restricted stock unit agreements, these shares are not issued for vested restricted stock until termination of employment. As of December 31, 2018 , there was $4 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the LTIP and the Huntsman Plan. That cost is expected to be recognized over a weighted-average period of 1.8 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19. Income Taxes Our income tax basis of presentation is summarized in “ Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies .” A summary of the provisions for current and deferred income taxes is as follows: Year ended December 31, 2018 2017 2016 Income tax (benefit) expense: U.K. Current $ 2 $ — $ — Deferred — — — Non-U.K. Current 9 30 (9 ) Deferred (19 ) 20 (14 ) Total $ (8 ) $ 50 $ (23 ) The reconciliation of the differences between the U.K. income taxes at the U.K. statutory rate to Venator’s provision for income taxes is as follows: Year ended December 31, 2018 2017 2016 (Loss) income from continuing operations before income taxes $ (165 ) $ 186 $ (108 ) Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively $ (31 ) $ 35 $ (22 ) Change resulting from: Non-U.K. tax rate differentials (7 ) (1 ) (19 ) Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments (5 ) — (7 ) Non-taxable portion of gain on sale of businesses — — (3 ) Unrealized currency exchange gains and losses — 7 1 Tax authority audits and dispute resolutions — 1 (1 ) Tax benefit of losses with valuation allowances as a result of other comprehensive income — — (1 ) Change in valuation allowance 39 3 27 Effects of U.S. tax reform — 3 — Other, net (4 ) 2 2 Total income tax expense (benefit) $ (8 ) $ 50 $ (23 ) Venator operates in over 20 non-U.K. tax jurisdictions with no specific country earning a predominant amount of its off-shore earnings. Some of these countries have income tax rates that are approximately the same as the U.K. statutory rate, while other countries have rates that are higher or lower than the U.K. statutory rate. Losses earned in countries with higher average statutory rates than the U.K., resulted in higher tax benefit of $7 million for the year ended December 31, 2018. Income earned in countries with lower average statutory rates than the U.K., resulted in lower tax expense of $1 million and $19 million , respectively, for the years ended December 31, 2017 and 2016, reflected in the reconciliation above. In certain tax jurisdictions, Venator’s U.S. GAAP functional currency is different than the local tax functional currency. As a result, foreign exchange gains and losses will impact Venator’s effective tax rate. For the year ended December 31, 2018 , this resulted in a tax expense of nil . For 2017 , this resulted in a tax expense of $7 million . For 2016 , this resulted in a tax benefit of $1 million . The components of income (loss) before income taxes were as follows: Year ended December 31, 2018 2017 2016 U.K. $ 80 $ 76 $ (20 ) Non-U.K. (245 ) 110 (88 ) Total $ (165 ) $ 186 $ (108 ) Components of deferred income tax assets and liabilities at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Deferred income tax assets: Net operating loss carryforwards $ 313 $ 325 Pension and other employee compensation 48 50 Property, plant and equipment 28 47 Intangible assets 6 13 Other, net 43 41 Total $ 438 $ 476 Total deferred income tax liabilities: Property, plant and equipment $ (32 ) $ (55 ) Pension and other employee compensation (4 ) — Other, net (4 ) (1 ) Total $ (40 ) $ (56 ) Net deferred tax assets before valuation allowance $ 398 $ 420 Valuation allowance (220 ) (253 ) Net deferred tax assets $ 178 $ 167 Non-current deferred tax assets 178 167 Non-current deferred tax liabilities — — Net deferred tax assets $ 178 $ 167 Venator has NOLs of $1,132 million in various jurisdictions, all of which have no expiration dates except for $157 million which expires on December 31, 2028 and is subject to a valuation allowance. Venator has total net deferred tax assets, before valuation allowance, of $398 million , including $313 million of tax-effected NOLs. After taking into account deferred tax liabilities, Venator has recognized valuation allowance on net deferred tax assets of $220 million , including valuation allowances in the following countries: Finland, France, Italy, Spain, South Africa, and the U.K. Venator also has net deferred tax assets of $178 million , not subject to valuation allowances, primarily in Germany, Malaysia, and the U.S. Venator’s NOLs are principally located in Finland, France, Germany, Italy, Spain, South Africa, U.S. and the U.K. Valuation allowances are reviewed each period on a tax jurisdiction by 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. Uncertainties regarding expected future income in certain jurisdictions could affect the realization of deferred tax assets in those jurisdictions and result in additional valuation allowances in future periods. During 2018, Venator established valuation allowances of $54 million in Finland in connection with our announcement to close our Pori, Finland manufacturing facility. Given ongoing costs related to the restructuring we do not expect sufficient positive income to utilize net deferred tax assets. In addition, based on the increased and sustained profitability in our TiO 2 business in Spain, Venator released valuation allowances on certain net deferred tax assets. Because Spain places limitation on the utilization of NOLs, we recorded a partial valuation allowance release of $5 million . We do not currently anticipate releasing any valuation allowances in the U.K. due to insufficient positive evidence based on our 2018 results and future forecast. During 2016, Venator released valuation allowances of $6 million in France, as a result of deferred tax liabilities offsetting deferred tax assets, which previously had a valuation allowance. The following is a reconciliation of the unrecognized tax benefits: 2018 2017 2016 Unrecognized tax benefits as of January 1 $ 23 $ 20 $ 22 Gross increases and decreases—tax positions taken during a prior period 2 — — Gross increases and decreases—tax positions taken during the current period — 1 (1 ) Decreases related to settlements of amounts due to tax authorities — — — Reductions resulting from the lapse of statutes of limitation (7 ) — — Foreign currency movements (1 ) 2 (1 ) Unrecognized tax benefits as of December 31, $ 17 $ 23 $ 20 As of December 31, 2018 , 2017 and 2016 , the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $14 million , $13 million and $11 million , respectively. In accordance with Venator’s accounting policy, it recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense, which were insignificant for each of the years ended December 31, 2018, 2017 and 2016. Venator conducts business globally and, as a result, files income tax returns in the U.S. federal, various U.S. state and various non-U.S. jurisdictions. The following table summarizes the tax years that remain subject to examination by major tax jurisdictions: Tax Jurisdiction Open Tax Years Finland 2012 and later France 2015 and later Germany 2007 and later Italy 2013 and later Malaysia 2013 and later Spain 2008 and later United Kingdom 2017 and later United States federal 2015 and later Certain of Venator’s U.S. and non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities and the amounts ultimately agreed upon in resolution of the issues raised may differ materially from the amounts accrued. Venator estimates that it is reasonably possible that certain of its unrecognized tax benefits could change within 12 months of the reporting date with a resulting decrease in the unrecognized tax benefits within a possible range of nil to $2 million . For the 12-month period from the reporting date, Venator would expect that a minority portion of the decrease in its unrecognized tax benefits would result in a corresponding benefit to its income tax expense. On December 22, 2017, the 2017 Tax Act was signed into law. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as limitations on the deductibility of interest expense and the creation of the base erosion anti-abuse tax, a new minimum tax. We have included the effects of these provisions in 2018. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the 2017 Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act. As a result of our initial analysis of the impact of the 2017 Tax Act, we recorded a provisional decrease of $3 million to our deferred tax assets, with a corresponding net deferred tax expense of $3 million , related to the re-measurement of our deferred taxes in connection with the reduced U.S. federal income tax rate for the year ended December 31, 2017. We have completed our accounting for the income tax effects of the 2017 Tax Act in 2018 with no material adjustment to our provisional estimate initially recorded. In addition, for U.S. federal income tax purposes Huntsman recognized a gain as a result of the IPO and the separation to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses was increased. This basis step-up gave rise to a deferred tax asset of $77 million that we recognized for the quarter ended September 30, 2017. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate from 35% to 21%, the deferred tax asset associated with the basis step-up was reduced to $36 million as of the date of enactment, reflected as part of the $3 million provisional deferred tax expense discussed above. 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 quarter ended September 30, 2017 we estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision were expected to be approximately $73 million . Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate, we estimate that the aggregate future payments required by this provision are expected to be approximately $34 million . We have recognized a noncurrent liability for this amount as of December 31, 2017 and 2018. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized and the corresponding basis increase, and could result in a higher liability for us under the tax matters agreement. As of December 31, 2018, our non-U.K. subsidiaries have no plan to distribute earnings in a manner that would cause them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2017, our non-U.K. subsidiaries made no distribution of earnings that caused them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2016, there were no unremitted earnings of subsidiaries to consider for indefinite reinvestment. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 20. Employee Benefit Plans Defined Benefit and Other Postretirement Benefit Plans Venator sponsors defined benefit plans in a number of countries outside of the U.S. in which employees of Venator participate. The availability of these plans and their specific design provisions are consistent with local competitive practices and regulations. The disclosures for the defined benefit and other postretirement benefit plans within the U.S. are combined with the disclosures of the plans outside of the U.S. Of the total projected benefit obligations for Venator as of December 31, 2018 and 2017 , the amount related to the U.S. benefit plans is $10 million and $11 million , respectively, or 1% each. Of the total fair value of plan assets for Venator, the amount related to the U.S. benefit plans for December 31, 2018 and 2017 was $7 million and $8 million , respectively, or 1% each. The following table sets forth the funded status of the plans for Venator and the amounts recognized in the consolidated and combined balance sheets at December 31, 2018 and 2017 : Defined Benefit Plans Other Postretirement Benefit Plans 2018 2017 2018 2017 Change in benefit obligation Benefit obligation at beginning of year $ 1,136 $ 1,053 $ 3 $ 3 Service cost 5 5 — — Interest cost 25 25 — — Actuarial gain (60 ) (1 ) — — Gross benefits paid (58 ) (55 ) — — Plan amendments 6 — — — Exchange rates (56 ) 116 — — Curtailments 23 (4 ) — — Transfers — (3 ) — — Benefit obligation at end of year $ 1,021 $ 1,136 $ 3 $ 3 Accumulated benefit obligation at end of year 983 1,091 Change in plan assets Fair value of plan assets at beginning of year $ 906 $ 790 $ — $ — Actual return on plan assets (34 ) 63 — — Employer contribution 47 29 — — Gross benefits paid (58 ) (55 ) — — Transfers — (5 ) — — Exchange rates (48 ) 84 — — Fair value of plan assets at end of year $ 813 $ 906 $ — $ — Funded status Fair value of plan assets $ 813 $ 906 $ — $ — Benefit obligation (1,021 ) (1,136 ) (3 ) (3 ) Accrued benefit cost $ (208 ) $ (230 ) $ (3 ) $ (3 ) Amounts recognized in balance sheet: Noncurrent asset $ 46 $ 1 $ — $ — Current liability (1 ) (1 ) — — Noncurrent liability (253 ) (230 ) (3 ) (3 ) Total $ (208 ) $ (230 ) $ (3 ) $ (3 ) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss (gain) $ 302 $ 296 $ (4 ) $ (4 ) Prior service cost (credit) 11 7 (1 ) (1 ) Total $ 313 $ 303 $ (5 ) $ (5 ) The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows: Defined Benefit Plans Other Postretirement Benefit Plans Actuarial loss $ 15 $ — Prior service cost 1 — Total $ 16 $ — Components of net periodic benefit costs for the years ended December 31, 2018 , 2017 and 2016 were as follows: Defined Benefit Plans 2018 2017 2016 Service cost $ 5 $ 5 $ 4 Interest cost 25 25 31 Expected return on plan assets (47 ) (43 ) (39 ) Amortization of actuarial loss 15 16 10 Amortization of prior service cost 3 1 1 Curtailment loss (gain) 23 (4 ) — Net periodic benefit cost $ 24 $ — $ 7 Other Postretirement Benefit Plans 2018 2017 2016 Amortization of actuarial loss — 1 — Amortization of prior service credit — (3 ) — Net periodic benefit credit $ — $ (2 ) $ — The amounts recognized in net periodic benefit cost and other comprehensive (loss) income for the years ended December 31, 2018 , 2017 and 2016 were as follows: Defined Benefit Plans 2018 2017 2016 Current year actuarial gain (loss) $ 45 $ (24 ) $ 86 Amortization of actuarial loss (15 ) (16 ) (11 ) Current year prior service cost 5 — — Amortization of prior service cost (3 ) (1 ) (1 ) Curtailment effects (23 ) 4 — Other — (3 ) — Total recognized in other comprehensive income (loss) 9 (40 ) 74 Amount related to discontinued operations — — (8 ) Total recognized in other comprehensive income (loss) from continuing operations 9 (40 ) 66 Net periodic benefit cost 24 — 7 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 33 $ (40 ) $ 81 Other Postretirement Benefit Plans 2018 2017 2016 Current year actuarial loss $ — $ (1 ) $ — Amortization of actuarial loss — (1 ) — Current year prior service credits — — (2 ) Amortization of prior service credit — 3 — Total recognized in other comprehensive (loss) income — 1 (2 ) Net periodic benefit cost — (2 ) — Total recognized in net periodic benefit cost and other comprehensive loss $ — $ (1 ) $ (2 ) The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year: Defined Benefit Plans 2018 2017 2016 Projected benefit obligation: Discount rate 2.38 % 2.21 % 2.28 % Rate of compensation increase 3.69 % 3.74 % 3.79 % Net periodic pension cost: Discount rate 2.21 % 1.86 % 3.27 % Rate of compensation increase 3.74 % 3.53 % 3.24 % Expected return on plan assets 5.23 % 5.71 % 5.22 % Other Postretirement Benefit Plans 2018 2017 2016 Projected benefit obligation: Discount rate 3.50 % 3.38 % 3.72 % Net periodic pension cost: Discount rate 3.30 % 3.72 % 6.94 % At December 31, 2018 and 2017 , the health care trend rate used to measure the expected increase in the cost of benefits was assumed to be 4.90% and 6.75% , respectively, decreasing to 3.90% after 2030. Assumed health care cost trend rates can have a significant effect on the amounts reported for the postretirement benefit plans. A one-percent point change in assumed health care cost trend rates would not have a significant effect. The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as were as follows: December 31, 2018 2017 Projected benefit obligation $ 385 $ 364 Fair value of plan assets 131 133 The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Projected benefit obligation $ 385 $ 364 Accumulated benefit obligation 375 355 Fair value of plan assets 131 133 Expected future contributions and benefit payments are as follows: Defined Benefit Plans Other Postretirement Benefit Plans 2019 expected employer contributions: To plan trusts $ 25 $ — Expected benefit payments: 2019 38 — 2020 41 — 2021 43 — 2022 44 — 2023 46 — 2024 - 2028 236 1 Our investment strategy with respect to pension assets is to pursue an investment plan that, over the long term, is expected to protect the funded status of the plan, enhance the real purchasing power of plan assets and not threaten the plan’s ability to meet currently committed obligations. Additionally, our investment strategy is to achieve returns on plan assets, subject to a prudent level of portfolio risk. Plan assets are invested in a broad range of investments. These investments are diversified in terms of domestic and international equities, both growth and value funds, including small, mid and large capitalization equities; short-term and long-term debt securities; real estate; and cash and cash equivalents. The investments are further diversified within each asset category. The portfolio diversification provides protection against a single investment or asset category having a disproportionate impact on the aggregate performance of the plan assets. Our pension plan assets are managed by outside investment managers. The investment managers value our plan assets using quoted market prices, other observable inputs or unobservable inputs. For certain assets, the investment managers obtain third-party appraisals at least annually, which use valuation techniques and inputs specific to the applicable property, market or geographic location. We have established target allocations for each asset category. Venator’s pension plan assets are periodically rebalanced based upon our target allocations. The fair value of plan assets for the pension plans was $813 million and $906 million at December 31, 2018 and 2017 , respectively. The following plan assets are measured at fair value on a recurring basis: Asset Category December 31, Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Pension plans: Equities $ 213 $ 202 $ 11 $ — Fixed income 547 39 501 7 Real estate/other 34 — 6 28 Cash and cash equivalents 19 19 — — Total pension plan assets $ 813 $ 260 $ 518 $ 35 Asset Category December 31, Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Pension plans: Equities $ 265 $ 252 $ 13 $ — Fixed income 598 41 550 7 Real estate/other 33 — 3 30 Cash and cash equivalents 10 5 5 — Total pension plan assets $ 906 $ 298 $ 571 $ 37 Real Estate/Other Year ended December 31, 2018 2017 Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) Balance at the beginning of the period $ 30 $ 27 Return on pension plan assets (1 ) 5 Purchases, sales and settlements (1 ) (2 ) Transfers (out of) into Level 3 — — Disposals — — Balance at the end of the period $ 28 $ 30 Fixed Income Year ended December 31, 2018 2017 Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) Balance at the beginning of the period $ 7 $ 6 Return on pension plan assets — 1 Purchases, sales and settlements — — Transfers (out of) into Level 3 — — Balance at the end of the period $ 7 $ 7 Based upon historical returns, the expectations of our investment committee and outside advisors, the expected long-term rate of return on the pension assets is estimated to be between 5.22% and 5.71% . The asset allocation for our pension plans at December 31, 2018 and 2017 and the target allocation for 2019, by asset category, are as follows: Asset category Target allocation 2019 Allocated at Allocated at Pension plans: Equities 29 % 26 % 29 % Fixed income 61 % 64 % 66 % Real estate/other 1 % 1 % 4 % Cash 9 % 9 % 1 % Total pension plans 100 % 100 % 100 % Equity securities in Venator’s pension plans did not include any equity securities of Huntsman Corporation or Venator and its affiliates at the end of 2018 . U.S. Benefit Plans Venator’s U.S. employees participated in a trusteed, non-contributory defined benefit pension plan (the “Plan”) that covered substantially all of Huntsman International’s full-time U.S. employees. In July 2004, the Plan formula for employees not covered by a collective bargaining agreement was converted to a cash balance design. For represented employees, participation in the cash balance design was subject to the terms of negotiated contracts. For participating employees, benefits accrued under the prior formula were converted to opening cash balance accounts. The new cash balance benefit formula provides annual pay credits from 4% to 12% of eligible pay, depending on age and service, plus accrued interest. Participants in the plan as of July 1, 2004 were eligible for additional annual pay credits from 1% to 8% , depending on their age and service as of that date, for up to five years . Beginning July 1, 2014, the Huntsman Defined Benefit Pension Plan was closed to new, non-union entrants and as of April 1, 2015, it was closed to new union entrants. After closure, new hires were provided with a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay. In connection with the separation, Venator adopted a non-contributory defined benefit pension plan for union entrants prior to April 2015. Our eligible employees (who were employed by Huntsman prior to August 1, 2015) also participate in an unfunded postretirement benefit plan, which provides medical and life insurance benefits. This plan is sponsored by Venator. Our U.S. employees participate in a postretirement benefit plan that provides a fully insured Medicare Part D plan including prescription drug benefits affected by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”). Venator has not determined whether the medical benefits provided by these postretirement benefit plans are actuarially equivalent to those provided by the Act. Venator does not collect a subsidy, and our net periodic postretirement benefits cost, and related benefit obligation, do not reflect an amount associated with the subsidy. Non-U.S. Defined Contribution Plans We have defined contribution plans in a variety of non-U.S. locations. Venator’s combined expense for these defined contribution plans for the years ended December 31, 2018 , 2017 and 2016 was $8 million , $8 million and $7 million , respectively, primarily related to the UK Pension Plan. All U.K. associates are eligible to participate in the Huntsman U.K. Pension Plan, a contract-based arrangement with a third party. Company contributions vary by business during a five year transition period. Plan participants elect to make voluntary contributions to this plan up to a specified amount of their compensation. We contribute a matching amount not to exceed 12% of the participant’s salary for new hires and 15% of the participant’s salary for all other participants. U.S. Defined Contribution Plans Huntsman provided a money purchase pension plan covering substantially all of its domestic employees who were hired prior to January 1, 2004. Employer contributions were made based on a percentage of employees’ earnings (ranging up to 8% ). During 2014, Huntsman closed this plan to non-union participants and in 2015 Huntsman closed this plan to union associates. We continue to provide equivalent benefits to those who were covered under this plan into their salary deferral accounts. We also have a salary deferral plan covering substantially all U.S. employees. Plan participants may elect to make voluntary contributions to this plan up to a specified amount of their compensation. New hires are provided a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay. Along with the introduction of the cash balance formula within the defined benefit pension plan, the money purchase pension plan was closed to new hires. At the same time, the employer match in the salary deferral plan was increased, for new hires, to a 100% match, not to exceed 4% of the participant’s compensation. Our total combined expense for the above defined contribution plans was $3 million , $3 million and $1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21. Related Party Transactions Transactions with Huntsman We are party to a variety of transactions and agreements with Huntsman, our former parent and largest shareholder. Prior to the separation, Huntsman’s executive, information technology, EHS and certain other corporate departments performed certain administrative and other services for Venator. Additionally, Huntsman performed certain site services for Venator. Expenses incurred by Huntsman and allocated to Venator were determined based on specific services provided or were allocated based on our total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations are reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil , $62 million and $104 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. On August 11, 2017, we entered into a separation agreement with Huntsman to effect the separation and to provide a framework for the relationship with Huntsman. This agreement governs the relationship between Venator and Huntsman subsequent to the completion of the separation and provides for the allocation between Venator and Huntsman of assets, liabilities and obligations attributable to periods prior to the separation. Because these agreements were entered into in the context of a related party transaction, the terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties. See description of our financing arrangements with Huntsman before and after the separation in “ Note 15. Debt ” and “Note 17. Derivatives and Hedging Activities.” See description of our arrangement with Huntsman as part of the separation in “Note19. Income Taxes.” Other Related Party Transactions We also conduct transactions in the normal course of business with parties under common ownership. Sales of raw materials to LPC as part of a sourcing arrangement were $65 million , $64 million and $67 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Proceeds from this arrangement are recorded as a reduction of cost of goods sold in Venator’s consolidated and combined statements of operations . Related to this same arrangement, purchases of finished goods from LPC were $167 million , $158 million and $158 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The related accounts receivable from affiliates and accounts payable to affiliates as of December 31, 2018 and 2017 are recognized in the consolidated and combined balance sheets . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 22. Commitments and Contingencies Purchase Commitments We have various purchase commitments extending through 2029 for materials, supplies and services entered into in the ordinary course of business. Included in the purchase commitments table below are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2019 . Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. To the extent the contract requires a minimum notice period; such notice period has been included in the table below. The contractual purchase prices for substantially all of these contracts are variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. We also have a limited number of contracts which require a minimum payment even if no volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. For the years ended December 31, 2018 , 2017 and 2016 , we made minimum payments under such take or pay contracts without taking the product of nil , $2 million and $1 million , respectively. Total purchase commitments as of December 31, 2018 were as follows: Year ended December 31, Amount 2019 $ 110 2020 105 2021 62 2022 61 2023 6 Thereafter 25 Operating Leases We lease certain premises, automobiles, and office equipment under long-term lease agreements. The total expense recorded under operating lease agreements in the consolidated and combined statements of operations was $16 million , $13 million and $9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Year ended December 31, Amounts 2019 $ 13 2020 11 2021 9 2022 6 2023 4 Thereafter 40 Total $ 83 Legal Proceedings Shareholder Litigation On February 8, 2019 we, certain or 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, by a purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on December 1, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding our response to the fire that occurred at our Pori, Finland manufacturing facility, among other allegations. The plaintiff seeks to determine that the proceeding is a class action, and to obtain alleged compensatory damages, costs, rescission and equitable relief. We may be required to indemnify our executive officers, Huntsman and the banks who acted as underwriters in our IPO and secondary offerings for losses incurred by them in connection with these matters pursuant to our agreements with such parties. Because of the early stage of this litigation, we are unable to reasonably estimate any possible loss or range of loss and we have made no accrual with regard to this matter. Other Matters We are a party to various 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 consolidated and combined financial statements, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity. |
Environmental, Health and Safet
Environmental, Health and Safety Matters | 12 Months Ended |
Dec. 31, 2018 | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | |
Environmental, Health and Safety Matters | Note 23. 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 years ended December 31, 2018 , 2017 and 2016 , our capital expenditures for EHS matters totaled $9 million , $10 million and $11 million , respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws. Environmental 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. 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 the EU, 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, such as France and Italy. 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 costs related to the landfill located on the site. While we do not currently have enough information to be able to estimate the range of potential costs for the cleanup of this facility, these costs could be material to our consolidated and combined financial statements. Environmental Reserves We accrue liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs, and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology, and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. As of December 31, 2018 and 2017 , we had environmental reserves of $12 million , each. We may incur additional losses for environmental remediation. |
Other Comprehensive Loss
Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Other Comprehensive Loss | Note 24. Other Comprehensive Loss Other comprehensive loss consisted of the following: Foreign currency translation adjustment (1) Pension and other postretirement benefits adjustments, net of tax (2) Other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2017 (112 ) (306 ) (5 ) — (423 ) — (423 ) Adjustment due to discontinued operations 5 24 — — 29 — 29 Tax expense — (3 ) — — (3 ) — (3 ) Other comprehensive (loss) income before reclassifications 101 4 — (5 ) 100 — 100 Tax expense — (1 ) — — (1 ) — (1 ) Amounts reclassified from accumulated other comprehensive loss, gross (3) — 15 — — 15 — 15 Tax expense — — — — — — — Net current-period other comprehensive (loss) income 106 39 — (5 ) 140 — 140 Ending balance, December 31, 2017 (6 ) (267 ) (5 ) (5 ) (283 ) — (283 ) Adjustment due to discontinued operations — — — — — — — Tax expense — — — — — — — Other comprehensive (loss) income before reclassifications (90 ) (27 ) — 11 (106 ) — (106 ) Tax expense — (2 ) — — (2 ) — (2 ) Amounts reclassified from accumulated other comprehensive loss, gross (3) — 18 — — 18 — 18 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (90 ) (11 ) — 11 (90 ) — (90 ) Ending balance, December 31, 2018 $ (96 ) $ (278 ) $ (5 ) $ 6 $ (373 ) $ — $ (373 ) (1) Amounts are net of tax of nil each as of January 1, 2017 , December 31, 2017 and December 31, 2018 . (2) Amounts are net of tax of $56 million , $52 million and $50 million as of January 1, 2017 , December 31, 2017 and December 31, 2018 , respectively. (3) See table below for details about the amounts reclassified from accumulated other comprehensive loss. Year ended Affected line item in the statement where net income is presented 2018 2017 Details about Accumulated Other Comprehensive Loss Components: Amortization of pension and other postretirement benefits: Actuarial loss $ 15 $ 17 (a) Prior service cost 3 (2 ) (a) 18 15 Total before tax Income tax benefit — — Income tax (expense) benefit Total reclassifications for the period $ 18 $ 15 Net of tax (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “ Note 20. Employee Benefit Plans .” |
Operating Segment Information
Operating Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Operating Segment Information | Note 25. Operating Segment Information We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of commodity chemical products. 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. We have historically conducted other business within components of legal entities we operated in conjunction with Huntsman businesses, and such businesses are included within the corporate and other line item below. 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: Adjusted EBITDA for each of the two reportable operating segments are as follows: Year ended December 31, 2018 2017 2016 Revenues: Titanium Dioxide $ 1,666 $ 1,604 $ 1,554 Performance Additives 599 605 585 Total $ 2,265 $ 2,209 $ 2,139 Segment adjusted EBITDA (1) : Titanium Dioxide $ 417 $ 387 $ 61 Performance Additives 62 72 69 Corporate and other (43 ) (64 ) (53 ) Total $ 436 $ 395 $ 77 Reconciliation of adjusted EBITDA to net (loss) income: Interest expense (53 ) (100 ) (59 ) Interest income 13 60 15 Income tax benefit (expense)—continuing operations 8 (50 ) 23 Depreciation and amortization (132 ) (127 ) (114 ) Net income attributable to noncontrolling interests 6 10 10 Other adjustments: Business acquisition and integration expenses (20 ) (5 ) (11 ) Separation expense, net (2 ) (7 ) — U.S. income tax reform — 34 — Net income of discontinued operations, net of tax — 8 8 (Loss) gain on disposition of business/assets (2 ) — 22 Certain legal settlements and related expenses — (1 ) (2 ) Amortization of pension and postretirement actuarial losses (15 ) (17 ) (10 ) Net plant incident credits (costs) 232 (4 ) (1 ) Restructuring, impairment and plant closing and transition costs (628 ) (52 ) (35 ) Net (loss) income $ (157 ) $ 144 $ (77 ) Depreciation and Amortization: Titanium Dioxide $ 93 $ 85 $ 87 Performance Additives 27 36 19 Corporate and other 12 6 8 Total $ 132 $ 127 $ 114 Year ended December 31, 2018 2017 2016 Capital Expenditures: Titanium Dioxide $ 301 $ 178 $ 73 Performance Additives 24 17 30 Corporate and other 1 2 — Total $ 326 $ 197 $ 103 Total Assets (2) : Titanium Dioxide $ 1,631 $ 1,794 $ 1,561 Performance Additives 592 703 764 Corporate and other 262 350 210 Total $ 2,485 $ 2,847 $ 2,535 (1) Adjusted EBITDA is defined as net (loss) income before interest expense, interest income, income tax benefit (expense), depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) U.S. income tax reform; (d) (loss) gain on disposition of businesses/assets; (e) net income of discontinued operations, net of tax; (f) certain legal settlements and related expenses; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident costs; and (i) restructuring, impairment and plant closing and transition costs. (2) Defined as total assets less current assets of discontinued operations and noncurrent assets of discontinued operations. Year ended December 31, By Geographic Area 2018 2017 2016 Revenues (1) : United States $ 518 $ 526 $ 491 Germany 257 230 210 China 131 112 113 Italy 126 126 130 United Kingdom 116 114 102 Spain 96 86 79 France 89 94 98 India 65 63 54 Canada 55 56 59 Other nations 812 802 803 Total $ 2,265 $ 2,209 $ 2,139 Long Lived Assets: Germany $ 263 $ 256 $ 215 United Kingdom 180 208 198 Italy 164 170 155 United States 111 253 263 Finland (2) 69 257 146 Other nations 207 223 201 Total $ 994 $ 1,367 $ 1,178 (1) Geographic information for revenues is based upon countries into which product is sold. (2) The Pori, Finland plant closure was announced in the third quarter of 2018 and is anticipated to be completed in 2022. |
Selected Unaudited Quarterly Fi
Selected Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Unaudited Quarterly Financial Data | Note 26. Selected Unaudited Quarterly Financial Data 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 622 $ 626 $ 533 $ 484 Cost of goods sold 454 193 463 440 Restructuring, impairment and plant closing and transition costs 9 136 428 55 Income (loss) from continuing operations 80 198 (366 ) (69 ) Net income (loss) 80 198 (366 ) (69 ) Net income (loss) attributable to Venator 78 196 (368 ) (69 ) Basic income (loss) per share: Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) Net income (loss) attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) Diluted income (loss) per share: Income (loss) per share from continuing operations attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) Net income (loss) per share attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) 2017 Revenue 537 562 582 528 Cost of goods sold 465 480 448 388 Restructuring, impairment and plant closing and transition costs 26 7 16 3 (Loss) income from continuing operations (21 ) 34 53 70 Net (loss) income (13 ) 34 53 70 Net (loss) income attributable to Venator (16 ) 31 51 68 Basic (loss) income per share: (Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (0.23 ) 0.29 0.48 0.64 Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders (0.15 ) 0.29 0.48 0.64 Diluted (loss) income per share: (Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (0.23 ) 0.29 0.48 0.64 Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders (0.15 ) 0.29 0.48 0.64 |
Schedule II_Valuation and Quali
Schedule II—Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts Additions Description Balance at beginning of period Charges to cost and expenses Charged to other accounts Deductions Balance at end of period Allowance for doubtful accounts: Year ended December 31, 2018 $ 5 $ 1 $ — $ (1 ) $ 5 Year ended December 31, 2017 4 1 — — 5 Year ended December 31, 2016 4 — — — 4 |
Description Of Business, Rece_2
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Venator’s consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). Prior to the separation, Venator’s operations were included in Huntsman’s financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which are comprised of other businesses and include the Titanium Dioxide and Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives and other businesses are the primary beneficiaries. The consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to Venator, as well as allocations of direct and indirect corporate expenses, which are based upon an allocation method that in the opinion of management is reasonable. Such corporate cost allocation transactions between Venator and Huntsman have been considered to be effectively settled for cash in the consolidated and combined financial statements at the time the transaction is recorded and the net effect of the settlement of these transactions is reflected in the consolidated and combined statements of cash flows as a financing activity. Because the historical consolidated and combined financial information for the periods prior to the separation reflect the combination of these legal entities under common control, the historical consolidated and combined financial information prior to the separation includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see “ Note 16. Discontinued Operations .” For purposes of these consolidated and combined financial statements, all significant transactions with Huntsman International, a wholly-owned subsidiary of Huntsman through which Huntsman operates all of its businesses, have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated. Prior to our separation, Huntsman performed certain administrative and other services for Venator. These expenses were incurred by Huntsman and allocated to Venator based on either specific services provided or based on Venator’s total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations were reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil , $62 million and $104 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. In the notes to consolidated and combined financial statements , all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. |
Asset Retirement Obligations | Asset Retirement Obligations Venator accrues for asset retirement obligations, which consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs, in the period in which the obligations are incurred. Asset retirement obligations are initially recorded at estimated fair value. When the related liability is initially recorded, Venator capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its estimated settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, Venator will recognize a gain or loss for any difference between the settlement amount and the liability recorded. See “ Note 13. Asset Retirement Obligations .” |
Carrying Value of Long-Lived Assets | Carrying Value of Long-Lived Assets Venator reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and Venator recognizes an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved. |
Cash and Cash Equivalents | Cash and Cash Equivalents Venator considers cash in bank accounts and short-term highly liquid investments with remaining maturities of three months or less at the date of purchase to be cash and cash equivalents. Prior to the separation, Venator participated in Huntsman International’s cash pooling program. The cash pooling program was an intercompany borrowing arrangement designed to reduce Venator’s dependence on external short-term borrowing. See “ Note 15. Debt .” |
Cost of Goods Sold | Cost of Goods Sold Venator classifies the costs of manufacturing and distributing its products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed expenses directly associated with production. Manufacturing costs include, among other things, plant site operating costs and overhead costs (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight, and warehousing costs are also included in cost of goods sold. |
Derivative Transactions and Hedging Activities | Derivative Transactions and Hedging Activities All derivatives are recorded on Venator’s consolidated and combined balance sheets at fair value. Prior to January 1, 2018, the effective portion of changes in the fair value of derivatives designated as hedges were recorded in other comprehensive income (loss) until the hedge item impacts earnings at which point the accumulated gains and losses were recognized in other income (expense), net in the consolidated and combined statements of operations . The ineffective portion of the change in fair value of derivatives accounted for as hedges and the gains and losses of derivatives not designated as hedges were recognized in earnings. Beginning January 1, 2018, the gains and losses on derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and recognized in income (expense), when the hedged item impacts earnings. See “ Note 17. Derivative Instruments and Hedging Activities .” |
Environmental Expenditures | Environmental Expenditures Environmental-related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and cleanup obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “ Note 23. Environmental, Health and Safety Matters .” |
Financial Instruments | Financial Instruments The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, amounts receivable from affiliates, accounts payable, current portion of amounts payable to affiliates, and accrued liabilities approximate their fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is estimated using prevailing market prices. The estimated fair values of Venator’s long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market. |
Foreign Currency Translation | Foreign Currency Translation Venator is domiciled in the U.K. which uses the British pound sterling, however, we report in U.S. dollars. The accounts of Venator’s operating subsidiaries outside of the U.S. consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are recorded in other expense (income), net in the consolidated and combined statements of operations and were net gains of $6 million , net losses of $1 million , and net gains of $9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Income Taxes | 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. Venator evaluates 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, Venator considers the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits Venator’s ability to consider other subjective evidence such as Venator’s projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions. Venator is comprised of operations in various tax jurisdictions. Prior to the separation, Venator’s operations were included in Huntsman’s financial results in different legal forms, including but not limited to wholly-owned subsidiaries for which Venator was the sole business, components of legal entities in which Venator operated in conjunction with other Huntsman businesses and variable interest entities in which Venator is the primary beneficiary. The consolidated and combined financial statements have been prepared from Huntsman’s historical accounting records through the separation and are presented on a stand-alone basis as if Venator’s operations had been conducted separately from Huntsman; however, Venator did not operate as a separate, stand-alone entity for the periods presented prior to the separation and, as such, the tax results and attributes presented prior to the separation in these consolidated and combined financial statements would not be indicative of the income tax expense or benefit, income tax related assets and liabilities and cash taxes had Venator been a stand-alone company. Prior to the separation, the consolidated and combined financial statements were prepared under the anticipated legal structure of Venator such that the historical results of legal entities are presented as follows: The historical tax results of legal entities which file separate tax returns in their respective tax jurisdictions and which need no restructuring before being contributed are included without adjustment, including the inclusion of any currently held subsidiaries. The historical tax results of legal entities in which Venator operated in conjunction with other Huntsman businesses for which new legal entities were formed for Venator operations are presented on a stand-alone basis as if their operations had been conducted separately from Huntsman and any adjustments to current taxes payable have been treated as adjustments to parent’s net investment and advances. The historical tax results of legal entities in which Venator operated in conjunction with other Huntsman businesses for which the Huntsman business were transferred out have been presented without adjustment, including the historical results of the Huntsman businesses which are unrelated to Venator operating businesses. Prior to the separation, pursuant to tax-sharing agreements, subsidiaries of Huntsman were charged or credited, in general, with an amount of income taxes as if they filed separate income tax returns. Adjustments to current income taxes payable by Venator have been treated as adjustments to parent’s net investment and advances. Prior to the separation, Venator included the U.S. Titanium Dioxide and Performance Additives subsidiaries of Huntsman International which were treated for U.S. tax purposes as divisions of Huntsman International. Huntsman International was included in the U.S. consolidated tax return of its parent, Huntsman. The U.S. tax expense, deferred tax assets, and deferred tax liabilities in these financial statements do not necessarily reflect the tax expense, deferred tax assets, or deferred tax liabilities that would have resulted had Venator not been operated as a U.S. income tax branch structure in combination with Huntsman. A 2% U.S. state income tax rate (net of federal benefit) was estimated for Venator based upon the estimated apportionment factors and actual income tax rates in state tax jurisdictions where it had nexus. U.S. foreign tax credits relating to taxes paid by non-U.S. business entities were generated and utilized by Huntsman. On a separate entity basis, these foreign tax credits would not have been generated or utilized, therefore, no additional allocation of Huntsman foreign tax credits was necessary. Additionally, Huntsman had no U.S. net operating loss carryforward amounts (“NOLs”) or similar attributes to allocate. Venator believes this methodology is reasonable and complies with Staff Accounting Bulletin Topic 1B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity . Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. Venator is required to determine if an income tax position meets the criteria of more-likely-than-not to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires Venator to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more-likely-than-not, Venator is required to make judgments and apply assumptions in order to measure the amount of the tax benefits to recognize. The judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in the consolidated and combined financial statements. See “ Note 19. Income Taxes .” |
Intangible Assets | Intangible Assets Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows: Patents, trademarks and technology 5 - 30 years Other intangibles 5 - 15 years |
Inventories | Inventories Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out and average costs methods for different components of inventory. |
Legal Costs | Legal Costs Venator expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred. |
Property, Plant, and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows: Buildings and leasehold improvements 5 - 50 years Plant and equipment 3 - 30 years Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments, and major repairs that significantly extend the useful life of the assets are capitalized and the assets replaced, if any, are retired. |
Research and Development | Research and Development Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs charged to expense were $17 million , $16 million and $15 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Revenue Recognition | Revenue Recognition Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied, at which point the control of the goods transfers to the customer, there is a present right to payment and legal title, and the risks and rewards of ownership have transferred to the customer. Revenues is measured as the amount of consideration we expect to receive in exchange for transferred goods. |
Share-based Compensation | Share-based Compensation We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which the employee is required to provide services in exchange for the award. |
Reclassification | Reclassification Certain amounts in the consolidated and combined financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications were to record results of operations of other businesses of Huntsman to discontinued operations. See " Note 16. Discontinued Operations .” |
Earnings (Losses) Per Share | Earnings (Losses) Per Share Basic earnings (losses) per share excludes dilution and is computed by dividing net income (loss) attributable to Venator Materials PLC ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) attributable to Venator Materials PLC 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. |
Description Of Business, Rece_3
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of estimated useful lives of intangible assets or life of the related agreement | Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows: Patents, trademarks and technology 5 - 30 years Other intangibles 5 - 15 years The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Patents, trademarks and technology $ 18 $ 9 $ 9 $ 17 $ 6 $ 11 Other intangibles 14 7 7 15 6 9 Total $ 32 $ 16 $ 16 $ 32 $ 12 $ 20 |
Schedule of estimated useful lives or lease term of property, plant and equipment | Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows: Buildings and leasehold improvements 5 - 50 years Plant and equipment 3 - 30 years The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Land and land improvements $ 98 $ 101 Buildings 236 236 Plant and equipment 1,926 2,048 Construction in progress 144 255 Total 2,404 2,640 Less accumulated depreciation (1,410 ) (1,273 ) Property, plant, and equipment—net $ 994 $ 1,367 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenue by major geographical region for the years ended December 31, 2018 , 2017 and 2016 : 2018 2017 2016 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total North America $ 296 $ 277 $ 573 $ 281 $ 301 $ 582 $ 260 $ 291 $ 551 Europe 828 206 1,034 794 194 988 733 187 920 Asia 368 98 466 349 97 446 336 90 426 Other 174 18 192 180 13 193 225 17 242 Total Revenues $ 1,666 $ 599 $ 2,265 $ 1,604 $ 605 $ 2,209 $ 1,554 $ 585 $ 2,139 The following table disaggregates our revenue by major product line for the years ended December 31, 2018 , 2017 and 2016 : 2018 2017 2016 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 1,666 $ — $ 1,666 $ 1,604 $ — $ 1,604 $ 1,554 $ — $ 1,554 Color Pigments — 294 294 — 302 302 — 296 296 Functional Additives — 140 140 — 130 130 — 126 126 Timber Treatment — 142 142 — 151 151 — 140 140 Water Treatment — 23 23 — 22 22 — 23 23 Total Revenues $ 1,666 $ 599 $ 2,265 $ 1,604 $ 605 $ 2,209 $ 1,554 $ 585 $ 2,139 |
Earnings (Losses) Per Share (Ta
Earnings (Losses) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (losses) per share | Basic and diluted earnings (losses) per share is determined using the following information: For the years ended December 31, 2018 2017 2016 Numerator: Basic and diluted (loss) income from continuing operations: (Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders $ (163 ) $ 126 $ (95 ) Basic and diluted income from discontinued operations: Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders $ — $ 8 $ 8 Basic and diluted net (loss) income: Net (loss) income attributable to Venator Materials PLC ordinary shareholders $ (163 ) $ 134 $ (87 ) Denominator: Weighted average shares outstanding 106.4 106.3 106.3 Dilutive share-based awards 0.3 0.4 — Total weighted average shares outstanding, including dilutive shares 106.7 106.7 106.3 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | Inventories at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Raw materials and supplies $ 165 $ 149 Work in process 56 46 Finished goods 317 259 Total $ 538 $ 454 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows: Buildings and leasehold improvements 5 - 50 years Plant and equipment 3 - 30 years The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Land and land improvements $ 98 $ 101 Buildings 236 236 Plant and equipment 1,926 2,048 Construction in progress 144 255 Total 2,404 2,640 Less accumulated depreciation (1,410 ) (1,273 ) Property, plant, and equipment—net $ 994 $ 1,367 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Schedule of financial information of VIE's | The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities are as follows: Year ended December 31, 2018 2017 2016 Revenues $ 117 $ 127 $ 116 Income from continuing operations before income taxes 13 21 21 Net cash provided by operating activities 16 25 26 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of gross carrying amount and accumulated amortization of intangible assets | Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows: Patents, trademarks and technology 5 - 30 years Other intangibles 5 - 15 years The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows: December 31, 2018 December 31, 2017 Carrying Amount Accumulated Amortization Net Carrying Amount Accumulated Amortization Net Patents, trademarks and technology $ 18 $ 9 $ 9 $ 17 $ 6 $ 11 Other intangibles 14 7 7 15 6 9 Total $ 32 $ 16 $ 16 $ 32 $ 12 $ 20 |
Schedule of estimated future amortization expense for intangible assets | Our estimated future amortization expense for intangible assets over the next five years is as follows: Year ending December 31, Amount 2019 $ 3 2020 3 2021 3 2022 3 2023 3 |
(Tables)
(Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of components of other noncurrent assets | Other noncurrent assets at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Spare parts inventory $ 25 $ 13 Notes receivable 10 9 Pension assets 46 1 Debt issuance costs 4 4 Other 4 11 Total $ 89 $ 38 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of components of accrued liabilities | Accrued liabilities at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Payroll and benefits $ 49 $ 50 Restructuring and plant closing costs 18 11 Rebate accrual 19 22 Current taxes payable — 14 Asset retirement obligation 10 19 Taxes other than income taxes 2 2 Pension liabilities 1 1 Deferred income — 69 Other miscellaneous accruals 36 56 Total $ 135 $ 244 |
Restructuring, Impairment and_2
Restructuring, Impairment and Plant Closing and Transition Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of accrued restructuring, impairment and plant closing costs by type of cost and initiative | As of December 31, 2018 , 2017 and 2016 , accrued restructuring and plant closing costs by type of cost and initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued liabilities as of January 1, 2016 $ 90 $ — $ 90 2016 charges for 2015 and prior initiatives 3 16 19 2016 charges for 2016 initiatives 6 — 6 Distribution of prefunded restructuring costs (36 ) — (36 ) 2016 payments for 2015 and prior initiatives (36 ) (16 ) (52 ) 2016 payments for 2016 initiatives (6 ) — (6 ) Accrued liabilities as of December 31, 2016 $ 21 $ — $ 21 2017 charges for 2016 and prior initiatives — 8 8 2017 charges for 2017 initiatives 33 4 37 Reversal of reserves no longer required (1 ) — (1 ) 2017 payments for 2016 and prior initiatives (12 ) (8 ) (20 ) 2017 payments for 2017 initiatives (8 ) (4 ) (12 ) Foreign currency effect on liability balance 1 — 1 Accrued liabilities as of December 31, 2017 $ 34 $ — $ 34 2018 charges for 2017 and prior initiatives 2 16 18 2018 charges for 2018 initiatives 17 2 19 2018 payments for 2017 and prior initiatives (17 ) (16 ) (33 ) 2018 payments for 2018 initiatives (2 ) (2 ) (4 ) Foreign currency effect on liability balance (2 ) — (2 ) Accrued liabilities as of December 31, 2018 $ 32 $ — $ 32 (1) The total workforce reduction reserves of $32 million relate to the termination of 591 positions, of which three positions had been terminated but not yet paid as of December 31, 2018 . (2) Accrued liabilities remaining at December 31, 2018 , 2017 and 2016 by year of initiatives were as follows: December 31, 2018 2017 2016 2016 initiatives and prior $ 4 $ 9 $ 21 2017 initiatives 14 25 — 2018 initiatives 14 — — Total $ 32 $ 34 $ 21 |
Schedule of accrued liabilities by year of initiatives | Accrued liabilities remaining at December 31, 2018 , 2017 and 2016 by year of initiatives were as follows: December 31, 2018 2017 2016 2016 initiatives and prior $ 4 $ 9 $ 21 2017 initiatives 14 25 — 2018 initiatives 14 — — Total $ 32 $ 34 $ 21 |
Schedule of details with respect to reserves for restructuring, impairment and plant closing costs, provided by segment and initiative | Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative: Titanium Dioxide Performance Additives Total Accrued liabilities as of January 1, 2016 $ 57 $ 33 $ 90 2016 charges for 2015 and prior initiatives 3 16 19 2016 charges for 2016 initiatives 6 — 6 Distribution of prefunded restructuring costs (23 ) (13 ) (36 ) 2016 payments for 2015 and prior initiatives (23 ) (29 ) (52 ) 2016 payments for 2016 initiatives (6 ) — (6 ) Foreign currency effect on liability balance (2 ) 2 — Accrued liabilities as of December 31, 2016 $ 12 $ 9 $ 21 2017 charges for 2016 and prior initiatives 4 4 8 2017 charges for 2017 initiatives 34 3 37 Reversal of reserves no longer required (1 ) — (1 ) 2017 payments for 2016 and prior initiatives (9 ) (11 ) (20 ) 2017 payments for 2017 initiatives (10 ) (2 ) (12 ) Foreign currency effect on liability balance — 1 1 Accrued liabilities as of December 31, 2017 $ 30 $ 4 $ 34 2018 charges for 2017 and prior initiatives 18 — 18 2018 charges for 2018 initiative 15 4 19 2018 payments for 2017 and prior initiatives (28 ) (5 ) (33 ) 2018 payments for 2018 initiatives (1 ) (3 ) (4 ) Foreign currency effect on liability balance (2 ) — (2 ) Accrued liabilities as of December 31, 2018 $ 32 $ — $ 32 Current portion of restructuring reserves $ 18 $ — $ 18 Long-term portion of restructuring reserve 14 — 14 |
Schedule of cash and noncash restructuring charges by initiative | Details with respect to cash and noncash restructuring charges for the years ended December 31, 2018 , 2017 and 2016 by initiative are provided below: Cash charges $ 37 Pension-related charges 25 Accelerated depreciation 556 Other non-cash charges 10 Total 2018 Restructuring, Impairment of Plant Closing and Transition Costs $ 628 Cash charges $ 45 Accelerated depreciation 3 Impairment of assets 3 Other non-cash charges 1 Total 2017 Restructuring, Impairment of Plant Closing and Transition Costs $ 52 Cash charges $ 25 Accelerated depreciation 8 Impairment of assets 1 Other non-cash charges 1 Total 2016 Restructuring, Impairment and Plant Closing and Transition Costs $ 35 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of changes to asset retirement obligation liabilities | The following table describes changes to Venator’s asset retirement obligation liabilities: December 31, 2018 2017 Asset retirement obligations at beginning of year $ 45 $ 39 Accretion expense 2 2 Liabilities incurred — 5 Liabilities settled (8 ) (5 ) Foreign currency effect on reserve balance (2 ) 4 Asset retirement obligations at end of year $ 37 $ 45 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of components of other noncurrent liabilities | Other noncurrent liabilities at December 31, 2018 and 2017 consisted of the following: December 31, 2018 2017 Pension liabilities $ 253 $ 230 Employee benefit accrual 4 4 Asset retirement obligations 27 26 Other postretirement benefits 3 3 Environmental reserves 11 11 Restructuring and plant closing costs 14 23 Other 1 9 Total $ 313 $ 306 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | Outstanding debt, net of issuance costs of $13 million and $12 million as of December 31, 2018 and December 31, 2017 , respectively, consisted of the following: December 31, December 31, Senior notes $ 370 $ 370 Term loan facility 365 367 Other 13 20 Total debt—excluding debt to affiliates $ 748 $ 757 Less: short-term debt and current portion of long-term debt 8 14 Total long-term debt—excluding debt to affiliates $ 740 $ 743 Long-term debt to affiliates — — Total long-term debt $ 740 $ 743 |
Schedule of maturities of Venator’s commitments under capital leases | The scheduled maturities of Venator’s commitments under capital leases are as follows: Year ending December 31, Amount 2019 $ 1 2020 2 2021 1 2022 1 Thereafter 8 Total minimum payments 13 Less: Amounts representing interest (3 ) Present value of minimum lease payments 10 Less: Current portion of capital leases (1 ) Long-term portion of capital leases $ 9 |
Scheduled maturities of debt (excluding debt to affiliates) | The scheduled maturities of our debt (excluding debt to affiliates) by year as of December 31, 2018 are as follows: Year ended December 31, Amount 2019 $ 7 2020 4 2021 5 2022 4 2023 5 Thereafter 723 Total $ 748 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarizes the financial data for discontinued operations | The following table summarizes the operations data for discontinued operations: Year ended December 31, 2018 2017 2016 Revenues: Trade sales, services and fees, net $ — $ 15 $ 110 Related party sales — 17 60 Total revenues — 32 170 Cost of goods sold — 26 147 Operating expenses: Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively) — (7 ) 15 Restructuring, impairment and plant closing costs — 1 — Other income, net — 1 (1 ) Total operating expenses — (5 ) 14 Income from discontinued operations before tax — 11 9 Income tax expense — (3 ) (1 ) Net income from discontinued operations $ — $ 8 $ 8 |
Share-Based Compensation Plan (
Share-Based Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of assumptions used to calculate fair value of each stock option award estimated on the date of grant using the Black-Scholes valuation model | 2017 2016 Dividend yield 2.4 % 5.6 % Expected volatility 56.9 % 57.9 % Risk-free interest rate 2.0 % 1.4 % Expected life of stock options granted during the period 5.9 years 5.9 years The assumptions noted below represent the weighted average of assumptions utilized for stock options granted during 2018 and 2017 under the LTIP. Year ended December 31, 2018 2017 Dividend yield — — Expected volatility 38.8 % 41.0 % Risk-free interest rate 2.8 % 2.0 % Expected life of stock options granted during the period (in years) 6.0 6.0 2017 2016 Dividend yield — — Expected volatility 39.6 % 39.2 % Risk-free interest rate 1.9 % 1.8 % Expected life of stock options granted during the period 5.5 years 4.7 years |
Schedule of stock option awards granted in 2017 represent the new awards granted under the LTIP | The table below presents the changes in stock option awards for our ordinary shares from December 31, 2017 through December 31, 2018 . Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in millions) Outstanding at December 31, 2017 628 $ 12.24 Granted 412 21.82 Exercised — — Forfeited (37 ) 14.10 Expired — — Outstanding at December 31, 2018 1,003 16.10 8.5 $ — Exercisable at December 31, 2018 290 11.74 7.3 — |
Schedule of changes in nonvested awards for our ordinary shares | The table below presents the changes in nonvested awards for our ordinary shares from December 31, 2017 through December 31, 2018 . Shares Weighted Average Grant-Date Fair Value (in thousands) Nonvested at December 31, 2017 504 $ 13.96 Granted 219 21.83 Vested (1) (251 ) 12.34 Forfeited (24 ) 14.17 Nonvested at December 31, 2018 448 18.71 (1) As of December 31, 2018 , a total of 53,779 restricted stock units were vested but not yet issued. These shares have not been reflected as vested shares in the table because, in accordance with the restricted stock unit agreements, these shares are not issued for vested restricted stock until termination of employment. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | A summary of the provisions for current and deferred income taxes is as follows: Year ended December 31, 2018 2017 2016 Income tax (benefit) expense: U.K. Current $ 2 $ — $ — Deferred — — — Non-U.K. Current 9 30 (9 ) Deferred (19 ) 20 (14 ) Total $ (8 ) $ 50 $ (23 ) |
Schedule of reconciliation of the differences between the income taxes at the statutory rate to total provision for income taxes | The reconciliation of the differences between the U.K. income taxes at the U.K. statutory rate to Venator’s provision for income taxes is as follows: Year ended December 31, 2018 2017 2016 (Loss) income from continuing operations before income taxes $ (165 ) $ 186 $ (108 ) Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively $ (31 ) $ 35 $ (22 ) Change resulting from: Non-U.K. tax rate differentials (7 ) (1 ) (19 ) Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments (5 ) — (7 ) Non-taxable portion of gain on sale of businesses — — (3 ) Unrealized currency exchange gains and losses — 7 1 Tax authority audits and dispute resolutions — 1 (1 ) Tax benefit of losses with valuation allowances as a result of other comprehensive income — — (1 ) Change in valuation allowance 39 3 27 Effects of U.S. tax reform — 3 — Other, net (4 ) 2 2 Total income tax expense (benefit) $ (8 ) $ 50 $ (23 ) |
Schedule of components of income (loss) before income taxes | The components of income (loss) before income taxes were as follows: Year ended December 31, 2018 2017 2016 U.K. $ 80 $ 76 $ (20 ) Non-U.K. (245 ) 110 (88 ) Total $ (165 ) $ 186 $ (108 ) |
Schedule of components of deferred income tax assets and liabilities | Components of deferred income tax assets and liabilities at December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Deferred income tax assets: Net operating loss carryforwards $ 313 $ 325 Pension and other employee compensation 48 50 Property, plant and equipment 28 47 Intangible assets 6 13 Other, net 43 41 Total $ 438 $ 476 Total deferred income tax liabilities: Property, plant and equipment $ (32 ) $ (55 ) Pension and other employee compensation (4 ) — Other, net (4 ) (1 ) Total $ (40 ) $ (56 ) Net deferred tax assets before valuation allowance $ 398 $ 420 Valuation allowance (220 ) (253 ) Net deferred tax assets $ 178 $ 167 Non-current deferred tax assets 178 167 Non-current deferred tax liabilities — — Net deferred tax assets $ 178 $ 167 |
Schedule of reconciliation of unrecognized tax benefits | The following is a reconciliation of the unrecognized tax benefits: 2018 2017 2016 Unrecognized tax benefits as of January 1 $ 23 $ 20 $ 22 Gross increases and decreases—tax positions taken during a prior period 2 — — Gross increases and decreases—tax positions taken during the current period — 1 (1 ) Decreases related to settlements of amounts due to tax authorities — — — Reductions resulting from the lapse of statutes of limitation (7 ) — — Foreign currency movements (1 ) 2 (1 ) Unrecognized tax benefits as of December 31, $ 17 $ 23 $ 20 |
Schedule of interest and penalties accrued related to unrecognized tax benefits included in the income tax expense | In accordance with Venator’s accounting policy, it recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense, which were insignificant for each of the years ended December 31, 2018, 2017 and 2016. |
Summary of the tax years that remain subject to examination by major tax jurisdictions | The following table summarizes the tax years that remain subject to examination by major tax jurisdictions: Tax Jurisdiction Open Tax Years Finland 2012 and later France 2015 and later Germany 2007 and later Italy 2013 and later Malaysia 2013 and later Spain 2008 and later United Kingdom 2017 and later United States federal 2015 and later |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of funded status of the plans and the amounts recognized in the combined balance sheets | The following table sets forth the funded status of the plans for Venator and the amounts recognized in the consolidated and combined balance sheets at December 31, 2018 and 2017 : Defined Benefit Plans Other Postretirement Benefit Plans 2018 2017 2018 2017 Change in benefit obligation Benefit obligation at beginning of year $ 1,136 $ 1,053 $ 3 $ 3 Service cost 5 5 — — Interest cost 25 25 — — Actuarial gain (60 ) (1 ) — — Gross benefits paid (58 ) (55 ) — — Plan amendments 6 — — — Exchange rates (56 ) 116 — — Curtailments 23 (4 ) — — Transfers — (3 ) — — Benefit obligation at end of year $ 1,021 $ 1,136 $ 3 $ 3 Accumulated benefit obligation at end of year 983 1,091 Change in plan assets Fair value of plan assets at beginning of year $ 906 $ 790 $ — $ — Actual return on plan assets (34 ) 63 — — Employer contribution 47 29 — — Gross benefits paid (58 ) (55 ) — — Transfers — (5 ) — — Exchange rates (48 ) 84 — — Fair value of plan assets at end of year $ 813 $ 906 $ — $ — Funded status Fair value of plan assets $ 813 $ 906 $ — $ — Benefit obligation (1,021 ) (1,136 ) (3 ) (3 ) Accrued benefit cost $ (208 ) $ (230 ) $ (3 ) $ (3 ) Amounts recognized in balance sheet: Noncurrent asset $ 46 $ 1 $ — $ — Current liability (1 ) (1 ) — — Noncurrent liability (253 ) (230 ) (3 ) (3 ) Total $ (208 ) $ (230 ) $ (3 ) $ (3 ) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss (gain) $ 302 $ 296 $ (4 ) $ (4 ) Prior service cost (credit) 11 7 (1 ) (1 ) Total $ 313 $ 303 $ (5 ) $ (5 ) |
Schedule of amounts recognized in accumulated other comprehensive (loss) | The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows: Defined Benefit Plans Other Postretirement Benefit Plans Actuarial loss $ 15 $ — Prior service cost 1 — Total $ 16 $ — |
Schedule of components of the net periodic benefit costs | Components of net periodic benefit costs for the years ended December 31, 2018 , 2017 and 2016 were as follows: Defined Benefit Plans 2018 2017 2016 Service cost $ 5 $ 5 $ 4 Interest cost 25 25 31 Expected return on plan assets (47 ) (43 ) (39 ) Amortization of actuarial loss 15 16 10 Amortization of prior service cost 3 1 1 Curtailment loss (gain) 23 (4 ) — Net periodic benefit cost $ 24 $ — $ 7 Other Postretirement Benefit Plans 2018 2017 2016 Amortization of actuarial loss — 1 — Amortization of prior service credit — (3 ) — Net periodic benefit credit $ — $ (2 ) $ — |
Schedule of amounts recognized in net periodic benefit cost and other comprehensive (loss) income | The amounts recognized in net periodic benefit cost and other comprehensive (loss) income for the years ended December 31, 2018 , 2017 and 2016 were as follows: Defined Benefit Plans 2018 2017 2016 Current year actuarial gain (loss) $ 45 $ (24 ) $ 86 Amortization of actuarial loss (15 ) (16 ) (11 ) Current year prior service cost 5 — — Amortization of prior service cost (3 ) (1 ) (1 ) Curtailment effects (23 ) 4 — Other — (3 ) — Total recognized in other comprehensive income (loss) 9 (40 ) 74 Amount related to discontinued operations — — (8 ) Total recognized in other comprehensive income (loss) from continuing operations 9 (40 ) 66 Net periodic benefit cost 24 — 7 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 33 $ (40 ) $ 81 Other Postretirement Benefit Plans 2018 2017 2016 Current year actuarial loss $ — $ (1 ) $ — Amortization of actuarial loss — (1 ) — Current year prior service credits — — (2 ) Amortization of prior service credit — 3 — Total recognized in other comprehensive (loss) income — 1 (2 ) Net periodic benefit cost — (2 ) — Total recognized in net periodic benefit cost and other comprehensive loss $ — $ (1 ) $ (2 ) |
Schedule of weighted-average assumptions used to determine the projected benefit obligation and the net periodic pension cost | The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year: Defined Benefit Plans 2018 2017 2016 Projected benefit obligation: Discount rate 2.38 % 2.21 % 2.28 % Rate of compensation increase 3.69 % 3.74 % 3.79 % Net periodic pension cost: Discount rate 2.21 % 1.86 % 3.27 % Rate of compensation increase 3.74 % 3.53 % 3.24 % Expected return on plan assets 5.23 % 5.71 % 5.22 % Other Postretirement Benefit Plans 2018 2017 2016 Projected benefit obligation: Discount rate 3.50 % 3.38 % 3.72 % Net periodic pension cost: Discount rate 3.30 % 3.72 % 6.94 % |
Schedule of projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of fair value of plan assets | The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as were as follows: December 31, 2018 2017 Projected benefit obligation $ 385 $ 364 Fair value of plan assets 131 133 |
Schedule of defined benefit plans with an accumulated benefit obligation in excess of fair value of plan assets | The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Projected benefit obligation $ 385 $ 364 Accumulated benefit obligation 375 355 Fair value of plan assets 131 133 |
Schedule of expected future contributions and benefit payments | Expected future contributions and benefit payments are as follows: Defined Benefit Plans Other Postretirement Benefit Plans 2019 expected employer contributions: To plan trusts $ 25 $ — Expected benefit payments: 2019 38 — 2020 41 — 2021 43 — 2022 44 — 2023 46 — 2024 - 2028 236 1 |
Schedule of plan assets measured at fair value on a recurring basis | The following plan assets are measured at fair value on a recurring basis: Asset Category December 31, Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Pension plans: Equities $ 213 $ 202 $ 11 $ — Fixed income 547 39 501 7 Real estate/other 34 — 6 28 Cash and cash equivalents 19 19 — — Total pension plan assets $ 813 $ 260 $ 518 $ 35 Asset Category December 31, Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Pension plans: Equities $ 265 $ 252 $ 13 $ — Fixed income 598 41 550 7 Real estate/other 33 — 3 30 Cash and cash equivalents 10 5 5 — Total pension plan assets $ 906 $ 298 $ 571 $ 37 |
Schedule of reconciliation of the beginning and ending balances of plan assets measured at fair value using unobservable inputs (level 3) | Real Estate/Other Year ended December 31, 2018 2017 Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) Balance at the beginning of the period $ 30 $ 27 Return on pension plan assets (1 ) 5 Purchases, sales and settlements (1 ) (2 ) Transfers (out of) into Level 3 — — Disposals — — Balance at the end of the period $ 28 $ 30 Fixed Income Year ended December 31, 2018 2017 Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) Balance at the beginning of the period $ 7 $ 6 Return on pension plan assets — 1 Purchases, sales and settlements — — Transfers (out of) into Level 3 — — Balance at the end of the period $ 7 $ 7 |
Schedule of asset allocation for pension plans and the target allocation, by asset category | The asset allocation for our pension plans at December 31, 2018 and 2017 and the target allocation for 2019, by asset category, are as follows: Asset category Target allocation 2019 Allocated at Allocated at Pension plans: Equities 29 % 26 % 29 % Fixed income 61 % 64 % 66 % Real estate/other 1 % 1 % 4 % Cash 9 % 9 % 1 % Total pension plans 100 % 100 % 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of total purchase commitments | otal purchase commitments as of December 31, 2018 were as follows: Year ended December 31, Amount 2019 $ 110 2020 105 2021 62 2022 61 2023 6 Thereafter 25 |
Schedule of future minimum lease payments under operating leases | Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows: Year ended December 31, Amounts 2019 $ 13 2020 11 2021 9 2022 6 2023 4 Thereafter 40 Total $ 83 |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Schedule of other comprehensive loss | Other comprehensive loss consisted of the following: Foreign currency translation adjustment (1) Pension and other postretirement benefits adjustments, net of tax (2) Other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2017 (112 ) (306 ) (5 ) — (423 ) — (423 ) Adjustment due to discontinued operations 5 24 — — 29 — 29 Tax expense — (3 ) — — (3 ) — (3 ) Other comprehensive (loss) income before reclassifications 101 4 — (5 ) 100 — 100 Tax expense — (1 ) — — (1 ) — (1 ) Amounts reclassified from accumulated other comprehensive loss, gross (3) — 15 — — 15 — 15 Tax expense — — — — — — — Net current-period other comprehensive (loss) income 106 39 — (5 ) 140 — 140 Ending balance, December 31, 2017 (6 ) (267 ) (5 ) (5 ) (283 ) — (283 ) Adjustment due to discontinued operations — — — — — — — Tax expense — — — — — — — Other comprehensive (loss) income before reclassifications (90 ) (27 ) — 11 (106 ) — (106 ) Tax expense — (2 ) — — (2 ) — (2 ) Amounts reclassified from accumulated other comprehensive loss, gross (3) — 18 — — 18 — 18 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (90 ) (11 ) — 11 (90 ) — (90 ) Ending balance, December 31, 2018 $ (96 ) $ (278 ) $ (5 ) $ 6 $ (373 ) $ — $ (373 ) (1) Amounts are net of tax of nil each as of January 1, 2017 , December 31, 2017 and December 31, 2018 . (2) Amounts are net of tax of $56 million , $52 million and $50 million as of January 1, 2017 , December 31, 2017 and December 31, 2018 , respectively. (3) See table below for details about the amounts reclassified from accumulated other comprehensive loss |
Schedule of details about reclassifications from other comprehensive loss | See table below for details about the amounts reclassified from accumulated other comprehensive loss. Year ended Affected line item in the statement where net income is presented 2018 2017 Details about Accumulated Other Comprehensive Loss Components: Amortization of pension and other postretirement benefits: Actuarial loss $ 15 $ 17 (a) Prior service cost 3 (2 ) (a) 18 15 Total before tax Income tax benefit — — Income tax (expense) benefit Total reclassifications for the period $ 18 $ 15 Net of tax (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “ Note 20. Employee Benefit Plans . |
Operating Segment Information (
Operating Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of revenues and EBITDA for each of the entity's reportable operating segments and reconciliation of adjusted EBITDA to net income | 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 Adjusted EBITDA for each of the two reportable operating segments are as follows: Year ended December 31, 2018 2017 2016 Revenues: Titanium Dioxide $ 1,666 $ 1,604 $ 1,554 Performance Additives 599 605 585 Total $ 2,265 $ 2,209 $ 2,139 Segment adjusted EBITDA (1) : Titanium Dioxide $ 417 $ 387 $ 61 Performance Additives 62 72 69 Corporate and other (43 ) (64 ) (53 ) Total $ 436 $ 395 $ 77 Reconciliation of adjusted EBITDA to net (loss) income: Interest expense (53 ) (100 ) (59 ) Interest income 13 60 15 Income tax benefit (expense)—continuing operations 8 (50 ) 23 Depreciation and amortization (132 ) (127 ) (114 ) Net income attributable to noncontrolling interests 6 10 10 Other adjustments: Business acquisition and integration expenses (20 ) (5 ) (11 ) Separation expense, net (2 ) (7 ) — U.S. income tax reform — 34 — Net income of discontinued operations, net of tax — 8 8 (Loss) gain on disposition of business/assets (2 ) — 22 Certain legal settlements and related expenses — (1 ) (2 ) Amortization of pension and postretirement actuarial losses (15 ) (17 ) (10 ) Net plant incident credits (costs) 232 (4 ) (1 ) Restructuring, impairment and plant closing and transition costs (628 ) (52 ) (35 ) Net (loss) income $ (157 ) $ 144 $ (77 ) Depreciation and Amortization: Titanium Dioxide $ 93 $ 85 $ 87 Performance Additives 27 36 19 Corporate and other 12 6 8 Total $ 132 $ 127 $ 114 Year ended December 31, 2018 2017 2016 Capital Expenditures: Titanium Dioxide $ 301 $ 178 $ 73 Performance Additives 24 17 30 Corporate and other 1 2 — Total $ 326 $ 197 $ 103 Total Assets (2) : Titanium Dioxide $ 1,631 $ 1,794 $ 1,561 Performance Additives 592 703 764 Corporate and other 262 350 210 Total $ 2,485 $ 2,847 $ 2,535 (1) Adjusted EBITDA is defined as net (loss) income before interest expense, interest income, income tax benefit (expense), depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) U.S. income tax reform; (d) (loss) gain on disposition of businesses/assets; (e) net income of discontinued operations, net of tax; (f) certain legal settlements and related expenses; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident costs; and (i) restructuring, impairment and plant closing and transition costs. (2) Defined as total assets less current assets of discontinued operations and noncurrent assets of discontinued operations. |
Schedule of revenues and long-lived assets by geographical area | Year ended December 31, By Geographic Area 2018 2017 2016 Revenues (1) : United States $ 518 $ 526 $ 491 Germany 257 230 210 China 131 112 113 Italy 126 126 130 United Kingdom 116 114 102 Spain 96 86 79 France 89 94 98 India 65 63 54 Canada 55 56 59 Other nations 812 802 803 Total $ 2,265 $ 2,209 $ 2,139 Long Lived Assets: Germany $ 263 $ 256 $ 215 United Kingdom 180 208 198 Italy 164 170 155 United States 111 253 263 Finland (2) 69 257 146 Other nations 207 223 201 Total $ 994 $ 1,367 $ 1,178 (1) Geographic information for revenues is based upon countries into which product is sold. (2) The Pori, Finland plant closure was announced in the third quarter of 2018 and is anticipated to be completed in 2022. |
Selected Unaudited Quarterly _2
Selected Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected unaudited quarterly financial data | 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 622 $ 626 $ 533 $ 484 Cost of goods sold 454 193 463 440 Restructuring, impairment and plant closing and transition costs 9 136 428 55 Income (loss) from continuing operations 80 198 (366 ) (69 ) Net income (loss) 80 198 (366 ) (69 ) Net income (loss) attributable to Venator 78 196 (368 ) (69 ) Basic income (loss) per share: Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) Net income (loss) attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) Diluted income (loss) per share: Income (loss) per share from continuing operations attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) Net income (loss) per share attributable to Venator Materials PLC ordinary shareholders 0.73 1.84 (3.46 ) (0.65 ) 2017 Revenue 537 562 582 528 Cost of goods sold 465 480 448 388 Restructuring, impairment and plant closing and transition costs 26 7 16 3 (Loss) income from continuing operations (21 ) 34 53 70 Net (loss) income (13 ) 34 53 70 Net (loss) income attributable to Venator (16 ) 31 51 68 Basic (loss) income per share: (Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (0.23 ) 0.29 0.48 0.64 Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders (0.15 ) 0.29 0.48 0.64 Diluted (loss) income per share: (Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (0.23 ) 0.29 0.48 0.64 Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders (0.15 ) 0.29 0.48 0.64 |
Description Of Business, Rece_4
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Description of Business (Details) | 12 Months Ended |
Dec. 31, 2018facilitysegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | segment | 2 |
Number of titanium dioxide manufacturing facilities | 8 |
Number of manufacturing and processing facilities | 16 |
Description Of Business, Rece_5
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Pori Fire (Details) T in Thousands, € in Millions, $ in Millions | Apr. 13, 2018USD ($) | Apr. 13, 2018EUR (€) | Jan. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Jan. 29, 2017T |
GENERAL | |||||||||||||||||
Insurance proceeds for business interruption, net of gain on recovery | $ 0 | $ 21 | $ 0 | ||||||||||||||
Deferred income for costs not yet incurred | $ 0 | $ 69 | 0 | 69 | |||||||||||||
Loss from write-off of fixed assets and lost inventory | 0 | 1 | (22) | ||||||||||||||
Restructuring, impairment and plant closing and transition costs | $ 55 | $ 428 | $ 136 | $ 9 | 3 | $ 16 | $ 7 | $ 26 | 628 | 52 | 35 | ||||||
Accelerated depreciation | 556 | 3 | 8 | ||||||||||||||
Other non-cash charges | 10 | 1 | 1 | ||||||||||||||
Restructuring charges | $ 37 | 45 | $ 25 | ||||||||||||||
Fire at titanium manufacturing facility in Pori, Finland | |||||||||||||||||
GENERAL | |||||||||||||||||
Retained deductibles for physical damage due to fire accident | $ 15 | ||||||||||||||||
Retained deductibles for number of business interruption days | 60 days | ||||||||||||||||
Percentage of prior nameplate capacity restored | 20.00% | 20.00% | |||||||||||||||
Partial progress payment received from insurer | $ 236 | € 191 | $ 551 | € 468 | |||||||||||||
Insurance proceeds for business interruption, net of gain on recovery | 298 | € 243 | 253 | € 225 | |||||||||||||
Insurance recoveries | 558 | ||||||||||||||||
Loss due to cleanup costs of facility | 10 | 21 | |||||||||||||||
Loss from write-off of fixed assets and lost inventory | 31 | ||||||||||||||||
Fire at titanium manufacturing facility in Pori, Finland | Accrued Liabilities | |||||||||||||||||
GENERAL | |||||||||||||||||
Deferred income for costs not yet incurred | $ 68 | 68 | |||||||||||||||
Fire at titanium manufacturing facility in Pori, Finland | Cost of Goods Sold | |||||||||||||||||
GENERAL | |||||||||||||||||
Income related to property damage and business interruption insurance recoveries | 371 | $ 187 | |||||||||||||||
Pori, Finland | |||||||||||||||||
GENERAL | |||||||||||||||||
Nameplate capacity | T | 130 | ||||||||||||||||
Percentage of nameplate capacity for specialty projects | 60.00% | ||||||||||||||||
Pori, Finland | Titanium Dioxide | |||||||||||||||||
GENERAL | |||||||||||||||||
Percentage of nameplate capacity | 17.00% | ||||||||||||||||
Percentage of global demand | 2.00% | ||||||||||||||||
Pori, Finland | Facility closing | Titanium Dioxide | |||||||||||||||||
GENERAL | |||||||||||||||||
Restructuring, impairment and plant closing and transition costs | $ 465 | ||||||||||||||||
Accelerated depreciation | 417 | ||||||||||||||||
Employee benefits | 39 | ||||||||||||||||
Write off of other assets | 9 | ||||||||||||||||
Other non-cash charges | 426 | ||||||||||||||||
Restructuring charges | $ 39 |
Description Of Business, Rece_6
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Basis of Presentation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Huntsman | Corporate allocations | |||
RELATED PARTY TRANSACTIONS | |||
Selling, general and administrative expenses | $ 0 | $ 62 | $ 104 |
Description Of Business, Rece_7
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Foreign currency transaction gains (losses) | $ 6 | $ (1) | $ 9 |
Description Of Business, Rece_8
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
RELATED PARTY TRANSACTIONS | |
Income tax rate net of federal benefit | 2.00% |
Huntsman | |
RELATED PARTY TRANSACTIONS | |
Additional allocation of foreign tax credits | $ 0 |
Net operating loss carryforward to allocate | $ 0 |
Description Of Business, Rece_9
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | Patents, trademarks and technology | |
INTANGIBLE ASSETS | |
Estimated useful life | 5 years |
Minimum | Other intangibles | |
INTANGIBLE ASSETS | |
Estimated useful life | 5 years |
Maximum | Patents, trademarks and technology | |
INTANGIBLE ASSETS | |
Estimated useful life | 30 years |
Maximum | Other intangibles | |
INTANGIBLE ASSETS | |
Estimated useful life | 15 years |
Description Of Business, Rec_10
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings and leasehold improvements | Minimum | |
PROPERTY, PLANT AND EQUIPMENT | |
Estimated useful lives | 5 years |
Buildings and leasehold improvements | Maximum | |
PROPERTY, PLANT AND EQUIPMENT | |
Estimated useful lives | 50 years |
Plant and equipment | Minimum | |
PROPERTY, PLANT AND EQUIPMENT | |
Estimated useful lives | 3 years |
Plant and equipment | Maximum | |
PROPERTY, PLANT AND EQUIPMENT | |
Estimated useful lives | 30 years |
Description Of Business, Rec_11
Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Research and development | $ 17 | $ 16 | $ 15 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Selling, general and administrative expenses | $ 212,000,000 | $ 216,000,000 | $ 221,000,000 | |
Other income (expense), net | $ 6,000,000 | 39,000,000 | (3,000,000) | |
ASU 2017-07 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cost of goods sold | 6,000,000 | 2,000,000 | ||
Selling, general and administrative expenses | (2,000,000) | (4,000,000) | ||
Other income (expense), net | $ 4,000,000 | $ (2,000,000) | ||
ASU 2016-02 | Subsequent Event | Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use asset | $ 50,000,000 | |||
Lease liability | 50,000,000 | |||
ASU 2016-02 | Subsequent Event | Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right-of-use asset | 55,000,000 | |||
Lease liability | $ 55,000,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 484 | $ 533 | $ 626 | $ 622 | $ 528 | $ 582 | $ 562 | $ 537 | $ 2,265 | $ 2,209 | $ 2,139 |
Minimum | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Payment period | 30 days | ||||||||||
Maximum | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Payment period | 90 days | ||||||||||
TiO2 | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 1,666 | 1,604 | 1,554 | ||||||||
Color Pigments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 294 | 302 | 296 | ||||||||
Functional Additives | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 140 | 130 | 126 | ||||||||
Timber Treatment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 142 | 151 | 140 | ||||||||
Water Treatment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 23 | 22 | 23 | ||||||||
North America | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 573 | 582 | 551 | ||||||||
Europe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,034 | 988 | 920 | ||||||||
Asia | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 466 | 446 | 426 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 192 | 193 | 242 | ||||||||
Titanium Dioxide | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,666 | 1,604 | 1,554 | ||||||||
Titanium Dioxide | TiO2 | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 1,666 | 1,604 | 1,554 | ||||||||
Titanium Dioxide | Color Pigments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Titanium Dioxide | Functional Additives | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Titanium Dioxide | Timber Treatment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Titanium Dioxide | Water Treatment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Titanium Dioxide | North America | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 296 | 281 | 260 | ||||||||
Titanium Dioxide | Europe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 828 | 794 | 733 | ||||||||
Titanium Dioxide | Asia | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 368 | 349 | 336 | ||||||||
Titanium Dioxide | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 174 | 180 | 225 | ||||||||
Performance Additives | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 599 | 605 | 585 | ||||||||
Performance Additives | TiO2 | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Performance Additives | Color Pigments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 294 | 302 | 296 | ||||||||
Performance Additives | Functional Additives | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 140 | 130 | 126 | ||||||||
Performance Additives | Timber Treatment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 142 | 151 | 140 | ||||||||
Performance Additives | Water Treatment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 23 | 22 | 23 | ||||||||
Performance Additives | North America | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 277 | 301 | 291 | ||||||||
Performance Additives | Europe | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 206 | 194 | 187 | ||||||||
Performance Additives | Asia | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 98 | 97 | 90 | ||||||||
Performance Additives | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 18 | $ 13 | $ 17 |
Earnings (Losses) Per Share (De
Earnings (Losses) Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic and diluted (loss) income from continuing operations: | |||||||||||
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders | $ (163) | $ 126 | $ (95) | ||||||||
Basic and diluted income from discontinued operations: | |||||||||||
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders | 0 | 8 | 8 | ||||||||
Basic and diluted net (loss) income: | |||||||||||
Net (loss) income attributable to Venator | $ (69) | $ (368) | $ 196 | $ 78 | $ 68 | $ 51 | $ 31 | $ (16) | $ (163) | $ 134 | $ (87) |
Denominator: | |||||||||||
Weighted average shares outstanding (shares) | 106.4 | 106.3 | 106.3 | ||||||||
Dilutive share-based awards (shares) | 0.3 | 0.4 | 0 | ||||||||
Total weighted average shares outstanding, including dilutive shares (shares) | 106.7 | 106.7 | 106.3 | ||||||||
Antidilutive securities (in shares) | 1 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 165 | $ 149 | |
Work in process | 56 | 46 | |
Finished goods | 317 | 259 | |
Total | [1] | $ 538 | $ 454 |
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
PROPERTY, PLANT AND EQUIPMENT | |||||
Total | $ 2,404 | $ 2,640 | |||
Less accumulated depreciation | (1,410) | (1,273) | |||
Property, plant, and equipment—net | 994 | [1] | 1,367 | [1] | $ 1,178 |
Depreciation expense | 129 | 124 | $ 110 | ||
Land and land improvements | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Total | 98 | 101 | |||
Buildings | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Total | 236 | 236 | |||
Plant and equipment | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Total | 1,926 | 2,048 | |||
Construction in progress | |||||
PROPERTY, PLANT AND EQUIPMENT | |||||
Total | $ 144 | $ 255 | |||
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
Investment In Unconsolidated _2
Investment In Unconsolidated Affiliates (Details) - Tioxide Americas - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
LPC | ||
Schedule of Equity Method Investments [Line Items] | ||
Total equity method investments | $ 83 | $ 86 |
LPC | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest (as a percent) | 50.00% |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Identification of variable interest entities through investments and transactions | |||
Revenues | $ 2,265 | $ 2,209 | $ 2,139 |
Income from continuing operations before income taxes | (165) | 186 | (108) |
Net cash provided by operating activities | 282 | 338 | 97 |
Consolidated VIE's | |||
Identification of variable interest entities through investments and transactions | |||
Revenues | 117 | 127 | 116 |
Income from continuing operations before income taxes | 13 | 21 | 21 |
Net cash provided by operating activities | $ 16 | $ 25 | $ 26 |
Pacific Iron Products | |||
Identification of variable interest entities through investments and transactions | |||
Variable interest entity ownership percentage | 50.00% | ||
Viance | |||
Identification of variable interest entities through investments and transactions | |||
Variable interest entity ownership percentage | 50.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
INTANGIBLE ASSETS | |||
Carrying Amount | $ 32 | $ 32 | |
Accumulated Amortization | 16 | 12 | |
Net | 16 | 20 | |
Amortization expense | 3 | 3 | $ 4 |
Estimated future amortization expense | |||
2,019 | 3 | ||
2,020 | 3 | ||
2,021 | 3 | ||
2,022 | 3 | ||
2,023 | 3 | ||
Patents, trademarks and technology | |||
INTANGIBLE ASSETS | |||
Carrying Amount | 18 | 17 | |
Accumulated Amortization | 9 | 6 | |
Net | 9 | 11 | |
Other intangibles | |||
INTANGIBLE ASSETS | |||
Carrying Amount | 14 | 15 | |
Accumulated Amortization | 7 | 6 | |
Net | $ 7 | $ 9 |
Other Noncurrent Assets (Detail
Other Noncurrent Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Spare parts inventory | $ 25 | $ 13 |
Notes receivable | 10 | 9 |
Pension assets | 46 | 1 |
Debt issuance costs | 4 | 4 |
Other | 4 | 11 |
Total | $ 89 | $ 38 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |||
Payroll and benefits | $ 49 | $ 50 | |
Restructuring and plant closing costs | 18 | 11 | |
Rebate accrual | 19 | 22 | |
Current taxes payable | 0 | 14 | |
Asset retirement obligation | 10 | 19 | |
Taxes other than income taxes | 2 | 2 | |
Pension liabilities | 1 | 1 | |
Deferred income | 0 | 69 | |
Other miscellaneous accruals | 36 | 56 | |
Total | [1] | $ 135 | $ 244 |
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
Restructuring, Impairment and_3
Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Restructuring and Plant Closing and Transition Costs by Type of Cost and Initiative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)position | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | $ 34 | $ 21 | $ 90 |
Restructuring charges | 37 | 45 | 25 |
Distribution of prefunded restructuring costs | (36) | ||
Reversal of reserves no longer required | (1) | ||
Foreign currency effect on liability balance | (2) | 1 | 0 |
Accrued liabilities at the end of the period | 32 | 34 | 21 |
2015 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 19 | ||
Restructuring payments | (52) | ||
2016 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 6 | ||
Restructuring payments | (6) | ||
2016 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 9 | 21 | |
Restructuring charges | 8 | ||
Restructuring payments | (20) | ||
Accrued liabilities at the end of the period | 4 | 9 | 21 |
2017 initiatives | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 25 | 0 | |
Restructuring charges | 37 | ||
Restructuring payments | (12) | ||
Accrued liabilities at the end of the period | 14 | 25 | 0 |
2018 charges for 2017 and prior initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 18 | ||
Restructuring payments | (33) | ||
2018 charges for 2018 initiatives | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 0 | 0 | |
Restructuring charges | 19 | ||
Restructuring payments | (4) | ||
Accrued liabilities at the end of the period | 14 | 0 | 0 |
Workforce reductions | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 34 | 21 | 90 |
Distribution of prefunded restructuring costs | (36) | ||
Reversal of reserves no longer required | (1) | ||
Foreign currency effect on liability balance | (2) | 1 | |
Accrued liabilities at the end of the period | $ 32 | 34 | 21 |
Number of positions terminated | position | 591 | ||
Number of positions not terminated | position | 3 | ||
Workforce reductions | 2015 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 3 | ||
Restructuring payments | (36) | ||
Workforce reductions | 2016 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 6 | ||
Restructuring payments | (6) | ||
Workforce reductions | 2016 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 0 | ||
Restructuring payments | (12) | ||
Workforce reductions | 2017 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 33 | ||
Restructuring payments | (8) | ||
Workforce reductions | 2018 charges for 2017 and prior initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | $ 2 | ||
Restructuring payments | (17) | ||
Workforce reductions | 2018 charges for 2018 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 17 | ||
Restructuring payments | (2) | ||
Other restructuring costs | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 0 | 0 | 0 |
Distribution of prefunded restructuring costs | 0 | ||
Reversal of reserves no longer required | 0 | ||
Foreign currency effect on liability balance | 0 | 0 | |
Accrued liabilities at the end of the period | 0 | 0 | 0 |
Other restructuring costs | 2015 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 16 | ||
Restructuring payments | (16) | ||
Other restructuring costs | 2016 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 0 | ||
Restructuring payments | $ 0 | ||
Other restructuring costs | 2016 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 8 | ||
Restructuring payments | (8) | ||
Other restructuring costs | 2017 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 4 | ||
Restructuring payments | $ (4) | ||
Other restructuring costs | 2018 charges for 2017 and prior initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 16 | ||
Restructuring payments | (16) | ||
Other restructuring costs | 2018 charges for 2018 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 2 | ||
Restructuring payments | $ (2) |
Restructuring, Impairment and_4
Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued liabilities by initiatives | ||||
Accrued liabilities | $ 32 | $ 34 | $ 21 | $ 90 |
2016 initiatives and prior | ||||
Accrued liabilities by initiatives | ||||
Accrued liabilities | 4 | 9 | 21 | |
2017 initiatives | ||||
Accrued liabilities by initiatives | ||||
Accrued liabilities | 14 | 25 | 0 | |
2018 initiatives | ||||
Accrued liabilities by initiatives | ||||
Accrued liabilities | $ 14 | $ 0 | $ 0 |
Restructuring, Impairment and_5
Restructuring, Impairment and Plant Closing and Transition Costs - Reserves for Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | $ 34 | $ 21 | $ 90 |
Restructuring charges | 37 | 45 | 25 |
Distribution of prefunded restructuring costs | (36) | ||
Reversal of reserves no longer required | (1) | ||
Foreign currency effect on liability balance | (2) | 1 | 0 |
Accrued liabilities at the end of the period | 32 | 34 | 21 |
Current portion of restructuring reserves | 18 | 11 | |
Long-term portion of restructuring reserve | 14 | 23 | |
2015 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 19 | ||
Restructuring payments | (52) | ||
2016 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 6 | ||
Restructuring payments | (6) | ||
2016 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 9 | 21 | |
Restructuring charges | 8 | ||
Restructuring payments | (20) | ||
Accrued liabilities at the end of the period | 4 | 9 | 21 |
2017 initiatives | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 25 | 0 | |
Restructuring charges | 37 | ||
Restructuring payments | (12) | ||
Accrued liabilities at the end of the period | 14 | 25 | 0 |
2018 charges for 2017 and prior initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 18 | ||
Restructuring payments | (33) | ||
2018 charges for 2018 initiatives | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 0 | 0 | |
Restructuring charges | 19 | ||
Restructuring payments | (4) | ||
Accrued liabilities at the end of the period | 14 | 0 | 0 |
Titanium Dioxide | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 30 | 12 | 57 |
Distribution of prefunded restructuring costs | (23) | ||
Reversal of reserves no longer required | (1) | ||
Foreign currency effect on liability balance | (2) | 0 | 2 |
Accrued liabilities at the end of the period | 32 | 30 | 12 |
Current portion of restructuring reserves | 18 | ||
Long-term portion of restructuring reserve | 14 | ||
Titanium Dioxide | 2015 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 3 | ||
Restructuring payments | (23) | ||
Titanium Dioxide | 2016 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 6 | ||
Restructuring payments | (6) | ||
Titanium Dioxide | 2016 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 4 | ||
Restructuring payments | (9) | ||
Titanium Dioxide | 2017 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 34 | ||
Restructuring payments | (10) | ||
Titanium Dioxide | 2018 charges for 2017 and prior initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 18 | ||
Restructuring payments | (28) | ||
Titanium Dioxide | 2018 charges for 2018 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 15 | ||
Restructuring payments | (1) | ||
Performance Additives | |||
Accrued restructuring costs roll forward | |||
Accrued liabilities at the beginning of the period | 4 | 9 | 33 |
Distribution of prefunded restructuring costs | (13) | ||
Reversal of reserves no longer required | 0 | ||
Foreign currency effect on liability balance | 0 | 1 | (2) |
Accrued liabilities at the end of the period | 0 | 4 | 9 |
Current portion of restructuring reserves | 0 | ||
Long-term portion of restructuring reserve | 0 | ||
Performance Additives | 2015 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 16 | ||
Restructuring payments | (29) | ||
Performance Additives | 2016 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 0 | ||
Restructuring payments | $ 0 | ||
Performance Additives | 2016 initiatives and prior | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 4 | ||
Restructuring payments | (11) | ||
Performance Additives | 2017 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 3 | ||
Restructuring payments | $ (2) | ||
Performance Additives | 2018 charges for 2017 and prior initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 0 | ||
Restructuring payments | (5) | ||
Performance Additives | 2018 charges for 2018 initiatives | |||
Accrued restructuring costs roll forward | |||
Restructuring charges | 4 | ||
Restructuring payments | $ (3) |
Restructuring, Impairment and_6
Restructuring, Impairment and Plant Closing and Transition Costs - Cash and Noncash Restructuring Charges (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Aug. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2024USD ($) | Dec. 31, 2018USD ($)position | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014position | |
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | $ 37,000,000 | $ 45,000,000 | $ 25,000,000 | |||||||||||
Pension-related charges | 25,000,000 | |||||||||||||
Accelerated depreciation | 556,000,000 | 3,000,000 | 8,000,000 | |||||||||||
Impairment of assets | 3,000,000 | 1,000,000 | ||||||||||||
Other non-cash charges | 10,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Total restructuring, impairment and plant closing and Transition costs | $ 55,000,000 | $ 428,000,000 | $ 136,000,000 | $ 9,000,000 | $ 3,000,000 | $ 16,000,000 | $ 7,000,000 | $ 26,000,000 | 628,000,000 | 52,000,000 | 35,000,000 | |||
St. Louis And Easton | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | 16,000,000 | 7,000,000 | ||||||||||||
Accelerated depreciation | 14,000,000 | 3,000,000 | ||||||||||||
Augusta, Georgia | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Accelerated depreciation | 125,000,000 | |||||||||||||
Total restructuring, impairment and plant closing and Transition costs | 129,000,000 | |||||||||||||
Additional restructuring charges remaining | 1,000,000 | 1,000,000 | ||||||||||||
Titanium Dioxide | South Africa | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | 3,000,000 | 4,000,000 | 6,000,000 | |||||||||||
Impairment of assets | 1,000,000 | |||||||||||||
Additional restructuring charges remaining | 7,000,000 | 7,000,000 | ||||||||||||
Titanium Dioxide | Calais, France | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | 15,000,000 | 34,000,000 | ||||||||||||
Accelerated depreciation | 8,000,000 | |||||||||||||
Additional restructuring charges remaining | 44,000,000 | $ 44,000,000 | ||||||||||||
Workforce reductions | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Number of positions terminated | position | 591 | |||||||||||||
Workforce reductions | Titanium Dioxide And Performance Additives | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | $ 0 | $ 0 | $ 3,000,000 | |||||||||||
Number of positions terminated | position | 900 | |||||||||||||
Facility closing | Beltsville, Maryland | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Accelerated depreciation | $ 1,000,000 | |||||||||||||
Additional restructuring charges remaining | $ 2,000,000 | |||||||||||||
Facility closing | Titanium Dioxide | Pori, Finland | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | 39,000,000 | |||||||||||||
Accelerated depreciation | 417,000,000 | |||||||||||||
Other non-cash charges | 426,000,000 | |||||||||||||
Total restructuring, impairment and plant closing and Transition costs | 465,000,000 | |||||||||||||
Additional restructuring charges remaining | $ 170,000,000 | 170,000,000 | ||||||||||||
Employee benefits | 39,000,000 | |||||||||||||
Write off of other assets | $ 9,000,000 | |||||||||||||
Facility closing | Titanium Dioxide | Pori, Finland | Forecast | ||||||||||||||
Restructuring, impairment and plant closing costs | ||||||||||||||
Cash charges | $ 100,000,000 | |||||||||||||
Accelerated depreciation | 68,000,000 | |||||||||||||
Other non-cash charges | 70,000,000 | |||||||||||||
Employee benefits | 3,000,000 | |||||||||||||
Write off of other assets | 2,000,000 | |||||||||||||
Plant shut down costs | $ 97,000,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Asset Retirement Obligation | |||
Less: short-term debt and current portion of long-term debt | [1] | $ 8 | $ 14 |
Asset retirement obligations at beginning of year | 45 | 39 | |
Accretion expense | 2 | 2 | |
Liabilities incurred | 0 | 5 | |
Liabilities settled | (8) | (5) | |
Foreign currency effect on reserve balance | (2) | 4 | |
Asset retirement obligations at end of year | $ 37 | $ 45 | |
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities, Noncurrent [Abstract] | ||
Pension liabilities | $ 253 | $ 230 |
Employee benefit accrual | 4 | 4 |
Asset retirement obligations | 27 | 26 |
Other postretirement benefits | 3 | 3 |
Environmental reserves | 11 | 11 |
Restructuring and plant closing costs | 14 | 23 |
Other | 1 | 9 |
Total | $ 313 | $ 306 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt | |||
Debt issuance costs | $ 13 | $ 12 | |
Total debt—excluding debt to affiliates | 748 | 757 | |
Less: short-term debt and current portion of long-term debt | [1] | 8 | 14 |
Total long-term debt—excluding debt to affiliates | 740 | 743 | |
Long-term debt to affiliates | 0 | 0 | |
Total debt | 740 | 743 | |
Senior notes | |||
Debt | |||
Total debt—excluding debt to affiliates | 370 | 370 | |
Term loan facility | |||
Debt | |||
Total debt—excluding debt to affiliates | 365 | 367 | |
Other | |||
Debt | |||
Total debt—excluding debt to affiliates | $ 13 | $ 20 | |
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Aug. 08, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 14, 2017 |
Huntsman International | A/R Programs | |||||
Debt | |||||
Losses on the A/R Programs | $ 0 | $ 1,000,000 | $ 5,000,000 | ||
Term loan facility | |||||
Debt | |||||
Fair value of debt instruments | 355,000,000 | 378,000,000 | |||
Aggregate principal amount | $ 375,000,000 | ||||
Maturity term | 7 years | ||||
Amortization of line of credit facility as a percentage of principal amount | 1.00% | ||||
Term loan facility | Federal funds rate | |||||
Debt | |||||
Interest rate basis as a percentage | 0.50% | ||||
Term loan facility | LIBOR | |||||
Debt | |||||
Interest rate basis as a percentage | 1.00% | ||||
Senior notes | |||||
Debt | |||||
Fair value of debt instruments | $ 300,000,000 | $ 396,000,000 | |||
Stated interest rate as a percentage | 5.75% | ||||
Senior notes | Prior to July 15 2020 | |||||
Debt | |||||
Redemption price as a percentage | 100.00% | ||||
Maximum aggregate principal amount not greater than net cash proceeds of certain equity offerings | 40.00% | ||||
Net cash proceeds of equity offerings as a percentage of principal amount | 105.75% | ||||
Senior notes | Occurrence Certain Change Of Control Events | |||||
Debt | |||||
Net cash proceeds of equity offerings as a percentage of principal amount | 101.00% | ||||
Senior Notes and Term Loan Facility | |||||
Debt | |||||
Weighted average interest rate (as a percent) | 5.00% | ||||
Senior Credit Facilities | |||||
Debt | |||||
Aggregate principal amount | $ 675,000,000 | ||||
ABL facility | |||||
Debt | |||||
Maturity term | 5 years | ||||
Maximum borrowing capacity commitment | $ 300,000,000 | ||||
ABL facility | LIBOR | Minimum | |||||
Debt | |||||
Interest rate basis as a percentage | 1.50% | ||||
ABL facility | LIBOR | Maximum | |||||
Debt | |||||
Interest rate basis as a percentage | 2.00% |
Debt - Capital Leases and Matur
Debt - Capital Leases and Maturities (Details) $ in Millions | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 1 |
2,020 | 2 |
2,021 | 1 |
2,022 | 1 |
Thereafter | 8 |
Total minimum payments | 13 |
Less: Amounts representing interest | (3) |
Present value of minimum lease payments | 10 |
Less: Current portion of capital leases | (1) |
Long-term portion of capital leases | 9 |
Scheduled maturities of our debt | |
2,019 | 7 |
2,020 | 4 |
2,021 | 5 |
2,022 | 4 |
2,023 | 5 |
Thereafter | 723 |
Total debt-excluding debt to affiliates | $ 748 |
Discontinued Operations - Opera
Discontinued Operations - Operations Data (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Net income from discontinued operations | $ 0 | $ 8 | $ 8 |
Titanium Dioxide And Performance Additives Business | Discontinued Operations, Disposed of by Means Other than Sale | |||
Revenues: | |||
Trade sales, services and fees, net | 0 | 15 | 110 |
Related party sales | 0 | 17 | 60 |
Total revenues | 0 | 32 | 170 |
Cost of goods sold | 0 | 26 | 147 |
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively) | 0 | (7) | 15 |
Restructuring, impairment and plant closing costs | 0 | 1 | 0 |
Other income, net | 0 | 1 | (1) |
Total operating expenses | 0 | (5) | 14 |
Income from discontinued operations before tax | 0 | 11 | 9 |
Income tax expense | 0 | (3) | (1) |
Net income from discontinued operations | 0 | 8 | 8 |
Titanium Dioxide And Performance Additives Business | Discontinued Operations, Disposed of by Means Other than Sale | Corporate allocations | |||
Revenues: | |||
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively) | $ 0 | $ 1 | $ 7 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) € in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)DerivativeInstrument | Dec. 31, 2017EUR (€)DerivativeInstrument | |
Cross currency interest rate contracts | Designated as Hedges | |||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||
Number of derivative instruments held | DerivativeInstrument | 3 | 3 | |
Notional amount | € | € 169 | ||
Fixed percentage to be paid under the hedge | 3.43% | 3.43% | |
Accumulated other comprehensive gain (loss) expected to be reclassified to earnings | $ 11,000,000 | $ (5,000,000) | |
Cross currency interest rate contracts | Designated as Hedges | Other long-term liabilities | |||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||
Fair value of the hedge | 6,000,000 | (5,000,000) | |
Forward foreign currency contracts | Not Designated as Hedges | |||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||
Notional amount | $ 89,000,000 | $ 109,000,000 | |
Maturity period of spot or forward exchange rate contracts | 1 month |
Share-Based Compensation Plan_2
Share-Based Compensation Plan (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)employeeshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax expense (benefit) | $ (8) | $ 50 | $ (23) |
Incentive Plan 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized number of shares to be granted under the stock incentive plan | shares | 12,800,000 | ||
Remaining shares available for grant | shares | 11,100,000 | ||
Vesting period | 3 years | ||
Number of employees were affected by the conversion | employee | 39 | ||
Number of converted award | 1.33 | ||
Compensation cost from continuing operations | $ 6 | 3 | |
Income tax expense (benefit) | 1 | 1 | 0 |
Huntsman Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost from continuing operations | $ 0 | $ 2 | $ 2 |
Stock options | Incentive Plan 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 10 years | ||
Performance share units | Incentive Plan 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years |
Share-Based Compensation Plan -
Share-Based Compensation Plan - Assumptions (Details) - Stock options | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Huntsman Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 2.40% | 5.60% | |
Expected volatility | 56.90% | 57.90% | |
Risk-free interest rate | 2.00% | 1.40% | |
Expected life of stock options granted during the period | 5 years 10 months 24 days | 5 years 10 months 24 days | |
Converted Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | |
Expected volatility | 39.60% | 39.20% | |
Risk-free interest rate | 1.90% | 1.80% | |
Expected life of stock options granted during the period | 5 years 6 months | 4 years 8 months 12 days | |
Incentive Plan 2017 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | |
Expected volatility | 38.80% | 41.00% | |
Risk-free interest rate | 2.80% | 2.00% | |
Expected life of stock options granted during the period | 6 years | 6 years |
Share-Based Compensation Plan_3
Share-Based Compensation Plan - Stock Option Awards (Details) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Incentive Plan 2017 | |||
Shares | |||
Outstanding in beginning of the year (in shares) | 628 | ||
Granted (in shares) | 412 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (37) | ||
Expired (in shares) | 0 | ||
Outstanding at the end of the year (in shares) | 1,003 | 628 | |
Exercisable at the end of the period (in shares) | 290 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 12.24 | ||
Granted (in dollars per share) | 21.82 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 14.10 | ||
Expired (in dollars per share) | 0 | ||
Outstanding at the end of the period (in dollars per share) | 16.10 | $ 12.24 | |
Exercisable at the end of the period (in dollars per share) | $ 11.74 | ||
Outstanding, Weighted Average Remaining Contractual Term (in years) | 8 years 6 months | ||
Exercisable, Weighted Average Remaining Contractual Term (in years) | 7 years 3 months 18 days | ||
Outstanding, Aggregate Intrinsic Value | $ 0 | ||
Exercisable, Aggregate Intrinsic Value | $ 0 | ||
Weighted-average grant-date fair value of stock options granted (in dollars per share) | $ 9.12 | $ 7.68 | $ 2.21 |
Huntsman Plan | |||
Weighted Average Exercise Price | |||
Total unrecognized compensation cost | $ 3 | ||
Weighted-average period over which cost is expected to be recognized | 1 year 10 months 24 days |
Share-Based Compensation Plan_4
Share-Based Compensation Plan - Huntsman Plan (Details) - Performance share units - Huntsman Plan | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted-average volatility rate | 39.30% |
Risk-free interest rate | 0.90% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance period | 2 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance period | 3 years |
Share-Based Compensation Plan_5
Share-Based Compensation Plan - New Grants (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Restricted stock units | |
Number of shares | |
Nonvested at the beginning of the period (in shares) | 504,000 |
Granted (in shares) | 219,000 |
Vested (in shares) | (251,000) |
Forfeited (in shares) | (24,000) |
Nonvested at the end of the period (in shares) | 448,000 |
Weighted Average Grant-Date Fair Value | |
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 13.96 |
Granted (in dollars per share) | $ / shares | 21.83 |
Vested (in dollars per share) | $ / shares | 12.34 |
Forfeited (in dollars per share) | $ / shares | 14.17 |
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 18.71 |
Restricted stock units were vested but not yet issued | 53,779 |
Non-vested Shares | |
Weighted Average Grant-Date Fair Value | |
Total unrecognized compensation cost | $ | $ 4 |
Weighted-average period over which cost is expected to be recognized | 1 year 9 months 18 days |
Income Taxes - Provisions for C
Income Taxes - Provisions for Current and Deferred Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.K. | |||
Current | $ 2 | $ 0 | $ 0 |
Deferred | 0 | 0 | 0 |
Non-U.K. | |||
Current | 9 | 30 | (9) |
Deferred | (19) | 20 | (14) |
Total income tax expense (benefit) | $ (8) | $ 50 | $ (23) |
Income Taxes - Tax Reconciliati
Income Taxes - Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
(Loss) income from continuing operations before income taxes | $ (165) | $ 186 | $ (108) |
Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively | (31) | 35 | (22) |
Non-U.K. tax rate differentials | (7) | (1) | (19) |
Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments | (5) | 0 | (7) |
Non-taxable portion of gain on sale of businesses | 0 | 0 | (3) |
Unrealized currency exchange gains and losses | 0 | 7 | 1 |
Tax authority audits and dispute resolutions | 0 | 1 | (1) |
Tax benefit of losses with valuation allowances as a result of other comprehensive income | 0 | 0 | (1) |
Change in valuation allowance | 39 | 3 | 27 |
Effects of U.S. tax reform | 0 | 3 | 0 |
Other, net | (4) | 2 | 2 |
Total income tax expense (benefit) | $ (8) | $ 50 | $ (23) |
Income tax statutory rate | 19.00% | 20.00% | 20.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($)jurisdiction | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($) | |
Income Tax | ||||
Number of non-U.S. tax jurisdictions in which the entity is operating | jurisdiction | 20 | |||
Non-U.K. tax rate differentials | $ 7,000,000 | $ 1,000,000 | $ 19,000,000 | |
Tax expense (benefit) from foreign exchange transactions | 0 | 7,000,000 | (1,000,000) | |
Gross operating loss carryforwards | 1,132,000,000 | |||
Net deferred tax asset | 398,000,000 | 420,000,000 | ||
Net operating loss carryforwards | 313,000,000 | 325,000,000 | ||
Valuation allowance on net deferred tax assets | 220,000,000 | 253,000,000 | ||
Non-current deferred tax assets | 178,000,000 | 167,000,000 | ||
Unrecognized tax benefits which, if recognized, would affect the effective tax rate | $ 14,000,000 | 13,000,000 | 11,000,000 | |
Number of months from the reporting date during which unrecognized tax benefit would result in change in income tax | 12 months | |||
U.S. income tax reform | $ 0 | 34,000,000 | 0 | |
France | ||||
Income Tax | ||||
Establishment (release) of allowance | $ (6,000,000) | |||
Spain | ||||
Income Tax | ||||
Establishment (release) of allowance | (5,000,000) | |||
Finland2 | ||||
Income Tax | ||||
Establishment (release) of allowance | 54,000,000 | |||
United States | ||||
Income Tax | ||||
Provisional income tax expense, Tax Cuts and Jobs Act of 2017 | 3,000,000 | |||
Deferred tax asset, provisional income tax expense | 3,000,000 | |||
Deferred tax asset due to basis step up | $ 77,000,000 | |||
Deferred tax asset due to basis set up, Tax Cuts and Jobs Act of 2017 | 36,000,000 | |||
Aggregate income tax provision | $ 73,000,000 | |||
U.S. income tax reform | $ 34,000,000 | |||
Minimum | ||||
Income Tax | ||||
Decrease in the unrecognized tax benefits reasonably possible, low end of range | 0 | |||
Maximum | ||||
Income Tax | ||||
Decrease in the unrecognized tax benefits reasonably possible, low end of range | 2,000,000 | |||
Expiration in 2018 | ||||
Income Tax | ||||
Gross operating loss carryforwards | $ 157,000,000 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.K. | $ 80 | $ 76 | $ (20) |
Non-U.K. | (245) | 110 | (88) |
(Loss) income from continuing operations before income taxes | $ (165) | $ 186 | $ (108) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 313 | $ 325 |
Pension and other employee compensation | 48 | 50 |
Property, plant and equipment | 28 | 47 |
Intangible assets | 6 | 13 |
Other, net | 43 | 41 |
Total | 438 | 476 |
Total deferred income tax liabilities: | ||
Property, plant and equipment | (32) | (55) |
Pension and other employee compensation | (4) | 0 |
Other, net | (4) | (1) |
Total | (40) | (56) |
Net deferred tax assets before valuation allowance | 398 | 420 |
Valuation allowance | (220) | (253) |
Net deferred tax assets | 178 | 167 |
Non-current deferred tax assets | 178 | 167 |
Non-current deferred tax liabilities | 0 | 0 |
Net deferred tax assets | $ 178 | $ 167 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of unrecognized tax benefits | |||
Unrecognized tax benefits as of January 1 | $ 23 | $ 20 | $ 22 |
Gross increases and decreases—tax positions taken during a prior period | 2 | 0 | 0 |
Gross increases and decreases—tax positions taken during the current period | 0 | 1 | (1) |
Decreases related to settlements of amounts due to tax authorities | 0 | 0 | 0 |
Reductions resulting from the lapse of statutes of limitation | (7) | 0 | 0 |
Foreign currency movements | 2 | ||
Foreign currency movements | (1) | (1) | |
Unrecognized tax benefits as of December 31, | $ 17 | $ 23 | $ 20 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - Defined Benefit Plans - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
EMPLOYEE BENEFIT PLANS | |||
Projected benefit obligation | $ 1,021 | $ 1,136 | $ 1,053 |
Fair value of plan assets | 813 | 906 | $ 790 |
U.S. Plans | |||
EMPLOYEE BENEFIT PLANS | |||
Projected benefit obligation | $ 10 | 11 | |
Percentage of US portion of projected benefit obligation | 1.00% | ||
Fair value of plan assets | $ 7 | $ 8 | |
Percentage of US portion of fair value of plan assets | 1.00% |
Employee Benefit Plans - Funded
Employee Benefit Plans - Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amounts recognized in balance sheet: | |||||
Noncurrent asset | $ 46 | $ 1 | |||
Defined Benefit Plans | |||||
Change in benefit obligation | |||||
Benefit obligation at beginning of year | $ 1,136 | $ 1,053 | |||
Service cost | 5 | 5 | $ 4 | ||
Interest cost | 25 | 25 | 31 | ||
Actuarial gain | (60) | (1) | |||
Gross benefits paid | (58) | (55) | |||
Plan amendments | 6 | 0 | |||
Exchange rates | (56) | 116 | |||
Curtailments | 23 | (4) | |||
Transfers | 0 | (3) | |||
Benefit obligation at end of year | 1,021 | 1,136 | 1,053 | ||
Accumulated benefit obligation at end of year | 983 | 1,091 | |||
Change in plan assets | |||||
Fair value of plan assets at beginning of year | 906 | 790 | |||
Actual return on plan assets | (34) | 63 | |||
Employer contribution | 47 | 29 | |||
Gross benefits paid | (58) | (55) | |||
Transfers | 0 | (5) | |||
Exchange rates | (48) | 84 | |||
Fair value of plan assets at end of year | 813 | 906 | 790 | ||
Funded status | |||||
Fair value of plan assets | 906 | 790 | 790 | 813 | 906 |
Benefit obligation | (1,136) | (1,053) | (1,053) | (1,021) | (1,136) |
Accrued benefit cost | (208) | (230) | |||
Amounts recognized in balance sheet: | |||||
Noncurrent asset | 46 | 1 | |||
Current liability | (1) | (1) | |||
Noncurrent liability | (253) | (230) | |||
Total | (208) | (230) | |||
Amounts recognized in accumulated other comprehensive loss: | |||||
Net actuarial loss (gain) | 302 | 296 | |||
Prior service cost (credit) | 11 | 7 | |||
Total | 313 | 303 | |||
Amounts in accumulated other comprehensive (loss) income that are expected to be recognized as components of net periodic benefit cost during the next fiscal year | |||||
Actuarial loss | 15 | ||||
Prior service cost | 1 | ||||
Total | 16 | ||||
Components of net periodic benefit cost | |||||
Service cost | 5 | 5 | 4 | ||
Interest cost | 25 | 25 | 31 | ||
Expected return on plan assets | (47) | (43) | (39) | ||
Amortization of actuarial loss | 15 | 16 | 10 | ||
Amortization of prior service cost | 3 | 1 | 1 | ||
Curtailment loss (gain) | 23 | (4) | 0 | ||
Net periodic benefit cost | 24 | 0 | 7 | ||
Other Postretirement Benefit Plans | |||||
Change in benefit obligation | |||||
Benefit obligation at beginning of year | 3 | 3 | |||
Service cost | 0 | 0 | |||
Interest cost | 0 | 0 | |||
Actuarial gain | 0 | 0 | |||
Gross benefits paid | 0 | 0 | |||
Plan amendments | 0 | 0 | |||
Exchange rates | 0 | 0 | |||
Curtailments | 0 | 0 | |||
Transfers | 0 | 0 | |||
Benefit obligation at end of year | 3 | 3 | 3 | ||
Change in plan assets | |||||
Fair value of plan assets at beginning of year | 0 | 0 | |||
Actual return on plan assets | 0 | 0 | |||
Employer contribution | 0 | 0 | |||
Gross benefits paid | 0 | 0 | |||
Transfers | 0 | 0 | |||
Exchange rates | 0 | 0 | |||
Fair value of plan assets at end of year | 0 | 0 | 0 | ||
Funded status | |||||
Fair value of plan assets | 0 | 0 | 0 | 0 | 0 |
Benefit obligation | (3) | (3) | (3) | (3) | (3) |
Accrued benefit cost | (3) | (3) | |||
Amounts recognized in balance sheet: | |||||
Noncurrent asset | 0 | 0 | |||
Current liability | 0 | 0 | |||
Noncurrent liability | (3) | (3) | |||
Total | (3) | (3) | |||
Amounts recognized in accumulated other comprehensive loss: | |||||
Net actuarial loss (gain) | (4) | (4) | |||
Prior service cost (credit) | (1) | (1) | |||
Total | (5) | $ (5) | |||
Amounts in accumulated other comprehensive (loss) income that are expected to be recognized as components of net periodic benefit cost during the next fiscal year | |||||
Actuarial loss | 0 | ||||
Prior service cost | 0 | ||||
Total | $ 0 | ||||
Components of net periodic benefit cost | |||||
Service cost | 0 | 0 | |||
Interest cost | 0 | 0 | |||
Amortization of actuarial loss | 0 | 1 | 0 | ||
Amortization of prior service cost | 0 | (3) | 0 | ||
Net periodic benefit cost | $ 0 | $ (2) | $ 0 |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Cost and OCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Rate of compensation increase | |||
Health care trend rate (as a percent) | 4.90% | 6.75% | |
Ultimate health care trend rate (as a percent) | 3.90% | ||
Defined Benefit Plans | |||
Amounts recognized in net periodic benefit cost and other comprehensive income (loss) | |||
Current year actuarial gain (loss) | $ 45 | $ (24) | $ 86 |
Amortization of actuarial loss | (15) | (16) | (11) |
Current year prior service cost | 5 | 0 | 0 |
Amortization of prior service cost | (3) | (1) | (1) |
Curtailment effects | (23) | 4 | 0 |
Other | 0 | (3) | 0 |
Total recognized in other comprehensive income (loss) | 9 | (40) | 74 |
Amount related to discontinued operations | 0 | 0 | (8) |
Total recognized in other comprehensive income (loss) from continuing operations | 9 | (40) | 66 |
Net periodic benefit cost | 24 | 0 | 7 |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ 33 | $ (40) | $ 81 |
Projected benefit obligation: | |||
Discount rate | 2.38% | 2.21% | 2.28% |
Rate of compensation increase | 3.69% | 3.74% | 3.79% |
Rate of compensation increase | |||
Discount rate | 2.21% | 1.86% | 3.27% |
Rate of compensation increase | 3.74% | 3.53% | 3.24% |
Expected return on plan assets | 5.23% | 5.71% | 5.22% |
Other Postretirement Benefit Plans | |||
Amounts recognized in net periodic benefit cost and other comprehensive income (loss) | |||
Current year actuarial gain (loss) | $ 0 | $ (1) | $ 0 |
Amortization of actuarial loss | 0 | (1) | 0 |
Current year prior service cost | 0 | 0 | (2) |
Amortization of prior service cost | 0 | 3 | 0 |
Total recognized in other comprehensive income (loss) | 0 | 1 | (2) |
Net periodic benefit cost | 0 | (2) | 0 |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ 0 | $ (1) | $ (2) |
Projected benefit obligation: | |||
Discount rate | 3.50% | 3.38% | 3.72% |
Rate of compensation increase | |||
Discount rate | 3.30% | 3.72% | 6.94% |
Employee Benefit Plans - Projec
Employee Benefit Plans - Projected Benefit Obligation (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plans | ||
Projected benefit obligations in excess of plan assets | ||
Projected benefit obligation | $ 385 | $ 364 |
Fair value of plan assets | 131 | 133 |
Accumulated benefit obligation in excess of plan assets | ||
Projected benefit obligation | 385 | 364 |
Accumulated benefit obligation | 375 | 355 |
Fair value of plan assets | 131 | $ 133 |
2019 expected employer contributions: | ||
To plan trusts | 25 | |
Expected benefit payments: | ||
2,019 | 38 | |
2,020 | 41 | |
2,021 | 43 | |
2,022 | 44 | |
2,023 | 46 | |
2024-2027 | 236 | |
Other Postretirement Benefit Plans | ||
2019 expected employer contributions: | ||
To plan trusts | 0 | |
Expected benefit payments: | ||
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
2,023 | 0 | |
2024-2027 | $ 1 |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Plan Assets (Details) - Defined Benefit Plans - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | $ 906 | $ 790 | $ 790 | $ 813 | $ 906 |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 906 | 790 | |||
Fair value of plan assets at end of year | $ 813 | $ 906 | $ 790 | ||
Expected long term rate of return on the pension assets (as a percent) | 5.23% | 5.71% | 5.22% | ||
Target allocation 2019 | 100.00% | ||||
Allocation (as a percent) | 100.00% | 100.00% | |||
Minimum | |||||
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Expected long term rate of return on the pension assets (as a percent) | 5.22% | ||||
Maximum | |||||
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Expected long term rate of return on the pension assets (as a percent) | 5.71% | ||||
Recurring basis | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | $ 906 | $ 906 | $ 813 | $ 906 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 906 | ||||
Fair value of plan assets at end of year | 813 | 906 | |||
Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 298 | 298 | 260 | 298 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 298 | ||||
Fair value of plan assets at end of year | 260 | 298 | |||
Recurring basis | Significant Other Observable Inputs (Level 2) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 571 | 571 | 518 | 571 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 571 | ||||
Fair value of plan assets at end of year | 518 | 571 | |||
Recurring basis | Significant Unobservable Inputs (Level 3) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 37 | 37 | $ 35 | $ 37 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 37 | ||||
Fair value of plan assets at end of year | 35 | 37 | |||
Equities | |||||
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Target allocation 2019 | 29.00% | ||||
Allocation (as a percent) | 26.00% | 29.00% | |||
Equities | Recurring basis | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 265 | 265 | $ 213 | $ 265 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 265 | ||||
Fair value of plan assets at end of year | 213 | 265 | |||
Equities | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 252 | 252 | 202 | 252 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 252 | ||||
Fair value of plan assets at end of year | 202 | 252 | |||
Equities | Recurring basis | Significant Other Observable Inputs (Level 2) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 13 | 13 | 11 | 13 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 13 | ||||
Fair value of plan assets at end of year | 11 | 13 | |||
Equities | Recurring basis | Significant Unobservable Inputs (Level 3) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 0 | 0 | $ 0 | $ 0 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 0 | ||||
Fair value of plan assets at end of year | 0 | 0 | |||
Fixed income | |||||
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Target allocation 2019 | 61.00% | ||||
Allocation (as a percent) | 64.00% | 66.00% | |||
Fixed income | Recurring basis | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 598 | 598 | $ 547 | $ 598 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 598 | ||||
Fair value of plan assets at end of year | 547 | 598 | |||
Fixed income | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 41 | 41 | 39 | 41 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 41 | ||||
Fair value of plan assets at end of year | 39 | 41 | |||
Fixed income | Recurring basis | Significant Other Observable Inputs (Level 2) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 550 | 550 | 501 | 550 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 550 | ||||
Fair value of plan assets at end of year | 501 | 550 | |||
Fixed income | Recurring basis | Significant Unobservable Inputs (Level 3) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 7 | 6 | $ 6 | $ 7 | $ 7 |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 7 | 6 | |||
Return on pension plan assets | 0 | 1 | |||
Purchases, sales and settlements | 0 | 0 | |||
Transfers (out of) into Level 3 | 0 | 0 | |||
Fair value of plan assets at end of year | 7 | 7 | 6 | ||
Real estate/other | |||||
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Target allocation 2019 | 1.00% | ||||
Allocation (as a percent) | 1.00% | 4.00% | |||
Real estate/other | Recurring basis | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 33 | 33 | $ 34 | $ 33 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 33 | ||||
Fair value of plan assets at end of year | 34 | 33 | |||
Real estate/other | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 0 | 0 | 0 | 0 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 0 | ||||
Fair value of plan assets at end of year | 0 | 0 | |||
Real estate/other | Recurring basis | Significant Other Observable Inputs (Level 2) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 3 | 3 | 6 | 3 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 3 | ||||
Fair value of plan assets at end of year | 6 | 3 | |||
Real estate/other | Recurring basis | Significant Unobservable Inputs (Level 3) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 30 | 27 | 27 | 28 | 30 |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 30 | 27 | |||
Return on pension plan assets | (1) | 5 | |||
Purchases, sales and settlements | (1) | (2) | |||
Transfers (out of) into Level 3 | 0 | 0 | |||
Disposals | 0 | 0 | |||
Fair value of plan assets at end of year | 28 | 30 | $ 27 | ||
Cash and cash equivalents | Recurring basis | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 10 | 10 | 19 | 10 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 10 | ||||
Fair value of plan assets at end of year | 19 | 10 | |||
Cash and cash equivalents | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 5 | 5 | 19 | 5 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 5 | ||||
Fair value of plan assets at end of year | 19 | 5 | |||
Cash and cash equivalents | Recurring basis | Significant Other Observable Inputs (Level 2) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 5 | 5 | 0 | 5 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 5 | ||||
Fair value of plan assets at end of year | 0 | 5 | |||
Cash and cash equivalents | Recurring basis | Significant Unobservable Inputs (Level 3) | |||||
EMPLOYEE BENEFIT PLANS | |||||
Fair value of plan assets | 0 | 0 | $ 0 | $ 0 | |
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Fair value of plan assets at beginning of year | 0 | ||||
Fair value of plan assets at end of year | $ 0 | $ 0 | |||
Cash | |||||
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3) | |||||
Target allocation 2019 | 9.00% | ||||
Allocation (as a percent) | 9.00% | 1.00% |
Employee Benefit Plans - Benefi
Employee Benefit Plans - Benefit and Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. Plans | |||
EMPLOYEE BENEFIT PLANS | |||
Period of additional annual pay credits | 5 years | ||
Non-discretionary employer contributions (as a percent) | 6.00% | ||
Total defined contribution expense | $ 3 | $ 3 | $ 1 |
Non-U.S. Plans | |||
EMPLOYEE BENEFIT PLANS | |||
Total defined contribution expense | $ 8 | $ 8 | $ 7 |
Huntsman U. K. Pension Plan | |||
EMPLOYEE BENEFIT PLANS | |||
Transition period for contributions | 5 years | ||
Non-U.S. Salary Deferral Plan | |||
EMPLOYEE BENEFIT PLANS | |||
Total employer matching contribution (as a percent) | 15.00% | ||
U.S. Salary Deferral Plan for New Hires | |||
EMPLOYEE BENEFIT PLANS | |||
Non-discretionary employer contributions (as a percent) | 6.00% | ||
Employer match of employee contribution (as a percent) | 100.00% | ||
Minimum | U.S. Plans | |||
EMPLOYEE BENEFIT PLANS | |||
Annual pay credits, percentage of eligible pay | 4.00% | ||
Additional annual pay credits, percentage of eligible pay for participants in the plan on July 1, 2004 | 1.00% | ||
Maximum | U.S. Plans | |||
EMPLOYEE BENEFIT PLANS | |||
Annual pay credits, percentage of eligible pay | 12.00% | ||
Additional annual pay credits, percentage of eligible pay for participants in the plan on July 1, 2004 | 8.00% | ||
Total employer matching contribution (as a percent) | 4.00% | ||
Total company contribution (as a percent) | 10.00% | ||
Maximum | Non- U.S. Salary Deferral for Plan New Hires | |||
EMPLOYEE BENEFIT PLANS | |||
Total employer matching contribution (as a percent) | 12.00% | ||
Maximum | Non-U.S. Money Purchase Pension Plan | |||
EMPLOYEE BENEFIT PLANS | |||
Total employer matching contribution (as a percent) | 8.00% | ||
Maximum | U.S. Salary Deferral Plan for New Hires | |||
EMPLOYEE BENEFIT PLANS | |||
Total employer matching contribution (as a percent) | 4.00% | ||
Total company contribution (as a percent) | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Huntsman | Corporate allocations | |||
RELATED PARTY TRANSACTIONS | |||
Selling, general and administrative expenses | $ 0 | $ 62 | $ 104 |
LPC | |||
RELATED PARTY TRANSACTIONS | |||
Related party sales | 65 | 64 | 67 |
Purchases of finished goods | $ 167 | $ 158 | $ 158 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments and Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Minimum contracts period which require minimum volume purchases | 1 year | ||
Minimum payments under purchase commitments | $ 0 | $ 2 | $ 1 |
Purchase commitments: | |||
2,019 | 110 | ||
2,020 | 105 | ||
2,021 | 62 | ||
2,022 | 61 | ||
2,023 | 6 | ||
Thereafter | 25 | ||
Operating Leases | |||
Rent expense under operating lease | 16 | $ 13 | $ 9 |
Future minimum lease payments | |||
2,019 | 13 | ||
2,020 | 11 | ||
2,021 | 9 | ||
2,022 | 6 | ||
2,023 | 4 | ||
Thereafter | 40 | ||
Total | $ 83 |
Environmental, Health and Saf_2
Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | |||
Capital expenditures for EHS matters | $ 9 | $ 10 | $ 11 |
Environmental reserves | $ 12 | $ 12 |
Other Comprehensive Loss - Othe
Other Comprehensive Loss - Other Comprehensive Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of other comprehensive loss | |||
Balance at the beginning of the period | $ 1,105,000,000 | $ 177,000,000 | $ 728,000,000 |
Amounts attributable to noncontrolling interests | 10,000,000 | ||
Amounts attributable to Venator | 1,095,000,000 | ||
Other comprehensive (loss) income, net of tax | (90,000,000) | 140,000,000 | (22,000,000) |
Balance at the end of the period | 855,000,000 | 1,105,000,000 | 177,000,000 |
Amounts attributable to noncontrolling interests | 8,000,000 | 10,000,000 | |
Amounts attributable to Venator | 847,000,000 | 1,095,000,000 | |
Total | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | (283,000,000) | (423,000,000) | |
Adjustment due to discontinued operations | 0 | 29,000,000 | |
Tax expense | 0 | (3,000,000) | |
Other comprehensive (loss) income before reclassifications | (106,000,000) | 100,000,000 | |
Tax expense | (2,000,000) | (1,000,000) | |
Amounts reclassified from accumulated other comprehensive loss, gross | 18,000,000 | 15,000,000 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | (90,000,000) | 140,000,000 | |
Balance at the end of the period | (373,000,000) | (283,000,000) | (423,000,000) |
Foreign currency translation adjustment | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | (6,000,000) | (112,000,000) | |
Adjustment due to discontinued operations | 0 | 5,000,000 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income before reclassifications | (90,000,000) | 101,000,000 | |
Tax expense | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | (90,000,000) | 106,000,000 | |
Balance at the end of the period | (96,000,000) | (6,000,000) | (112,000,000) |
Foreign currency translation adjustment, tax | 0 | 0 | 0 |
Pension and other postretirement benefits adjustments, net of tax | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | (267,000,000) | (306,000,000) | |
Adjustment due to discontinued operations | 0 | 24,000,000 | |
Tax expense | 0 | (3,000,000) | |
Other comprehensive (loss) income before reclassifications | (27,000,000) | 4,000,000 | |
Tax expense | (2,000,000) | (1,000,000) | |
Amounts reclassified from accumulated other comprehensive loss, gross | 18,000,000 | 15,000,000 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | (11,000,000) | 39,000,000 | |
Balance at the end of the period | (278,000,000) | (267,000,000) | (306,000,000) |
Pension and other postretirement benefits adjustments, tax | 50,000,000 | 52,000,000 | 56,000,000 |
Other comprehensive income of unconsolidated affiliates | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | (5,000,000) | (5,000,000) | |
Adjustment due to discontinued operations | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income before reclassifications | 0 | 0 | |
Tax expense | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | 0 | 0 | |
Balance at the end of the period | (5,000,000) | (5,000,000) | (5,000,000) |
Hedging instruments | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | (5,000,000) | 0 | |
Adjustment due to discontinued operations | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income before reclassifications | 11,000,000 | (5,000,000) | |
Tax expense | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | 11,000,000 | (5,000,000) | |
Balance at the end of the period | 6,000,000 | (5,000,000) | 0 |
Amounts attributable to noncontrolling interests | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | 10,000,000 | 12,000,000 | 17,000,000 |
Amounts attributable to noncontrolling interests | 0 | 0 | |
Adjustment due to discontinued operations | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income before reclassifications | 0 | 0 | |
Tax expense | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | 0 | 0 | |
Balance at the end of the period | 8,000,000 | 10,000,000 | 12,000,000 |
Amounts attributable to noncontrolling interests | 0 | 0 | 0 |
Amounts attributable to Venator | |||
Components of other comprehensive loss | |||
Balance at the beginning of the period | (283,000,000) | (423,000,000) | (401,000,000) |
Amounts attributable to Venator | (283,000,000) | (423,000,000) | |
Adjustment due to discontinued operations | 0 | 29,000,000 | |
Tax expense | 0 | (3,000,000) | |
Other comprehensive (loss) income before reclassifications | (106,000,000) | 100,000,000 | |
Tax expense | (2,000,000) | (1,000,000) | |
Amounts reclassified from accumulated other comprehensive loss, gross | 18,000,000 | 15,000,000 | |
Tax expense | 0 | 0 | |
Other comprehensive (loss) income, net of tax | (90,000,000) | 140,000,000 | (22,000,000) |
Balance at the end of the period | (373,000,000) | (283,000,000) | (423,000,000) |
Amounts attributable to Venator | $ (373,000,000) | $ (283,000,000) | $ (423,000,000) |
Other Comprehensive Loss - Recl
Other Comprehensive Loss - Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Pension and other postretirement benefits adjustments, net of tax | ||
Reclassification from accumulated other comprehensive loss | ||
Total before tax | $ 18 | $ 15 |
Income tax (expense) benefit | 0 | 0 |
Net of tax | 18 | 15 |
Actuarial loss | ||
Reclassification from accumulated other comprehensive loss | ||
Total before tax | 15 | 17 |
Prior service cost | ||
Reclassification from accumulated other comprehensive loss | ||
Total before tax | $ 3 | $ (2) |
Operating Segment Information -
Operating Segment Information - Financial Information by Segment (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
OPERATING SEGMENT INFORMATION | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Revenues: | |||||||||||
Revenues | $ 2,265 | $ 2,209 | $ 2,139 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Segment adjusted EBITDA | 436 | 395 | 77 | ||||||||
Reconciliation of adjusted EBITDA to net (loss) income: | |||||||||||
Interest expense | (53) | (100) | (59) | ||||||||
Interest income | 13 | 60 | 15 | ||||||||
Income tax benefit (expense)—continuing operations | 8 | (50) | 23 | ||||||||
Depreciation and amortization | (132) | (127) | (114) | ||||||||
Net income attributable to noncontrolling interests | 6 | 10 | 10 | ||||||||
Other adjustments: | |||||||||||
Business acquisition and integration expenses | (20) | (5) | (11) | ||||||||
Separation expense, net | (2) | (7) | 0 | ||||||||
U.S. income tax reform | 0 | 34 | 0 | ||||||||
Net income of discontinued operations, net of tax | 0 | 8 | 8 | ||||||||
(Loss) gain on disposition of business/assets | (2) | 0 | 22 | ||||||||
Certain legal settlements and related expenses | 0 | (1) | (2) | ||||||||
Amortization of pension and postretirement actuarial losses | (15) | (17) | (10) | ||||||||
Net plant incident credits (costs) | 232 | (4) | (1) | ||||||||
Restructuring, impairment and plant closing and transition costs | $ (55) | $ (428) | $ (136) | $ (9) | $ (3) | $ (16) | $ (7) | $ (26) | (628) | (52) | (35) |
Net (loss) income | (69) | $ (366) | $ 198 | $ 80 | 70 | $ 53 | $ 34 | $ (13) | (157) | 144 | (77) |
Depreciation and Amortization: | |||||||||||
Depreciation and amortization | 132 | 127 | 114 | ||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 326 | 197 | 103 | ||||||||
Total Assets | |||||||||||
Total Assets | 2,485 | 2,847 | 2,485 | 2,847 | 2,535 | ||||||
Operating segments | Titanium Dioxide | |||||||||||
Revenues: | |||||||||||
Revenues | 1,666 | 1,604 | 1,554 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Segment adjusted EBITDA | 417 | 387 | 61 | ||||||||
Reconciliation of adjusted EBITDA to net (loss) income: | |||||||||||
Depreciation and amortization | (93) | (85) | (87) | ||||||||
Depreciation and Amortization: | |||||||||||
Depreciation and amortization | 93 | 85 | 87 | ||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 301 | 178 | 73 | ||||||||
Total Assets | |||||||||||
Total Assets | 1,631 | 1,794 | 1,631 | 1,794 | 1,561 | ||||||
Operating segments | Performance Additives | |||||||||||
Revenues: | |||||||||||
Revenues | 599 | 605 | 585 | ||||||||
Segment Adjusted EBITDA | |||||||||||
Segment adjusted EBITDA | 62 | 72 | 69 | ||||||||
Reconciliation of adjusted EBITDA to net (loss) income: | |||||||||||
Depreciation and amortization | (27) | (36) | (19) | ||||||||
Depreciation and Amortization: | |||||||||||
Depreciation and amortization | 27 | 36 | 19 | ||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 24 | 17 | 30 | ||||||||
Total Assets | |||||||||||
Total Assets | 592 | 703 | 592 | 703 | 764 | ||||||
Corporate and Other | |||||||||||
Segment Adjusted EBITDA | |||||||||||
Segment adjusted EBITDA | (43) | (64) | (53) | ||||||||
Reconciliation of adjusted EBITDA to net (loss) income: | |||||||||||
Depreciation and amortization | (12) | (6) | (8) | ||||||||
Depreciation and Amortization: | |||||||||||
Depreciation and amortization | 12 | 6 | 8 | ||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 1 | 2 | 0 | ||||||||
Total Assets | |||||||||||
Total Assets | $ 262 | $ 350 | $ 262 | $ 350 | $ 210 |
Operating Segment Information_2
Operating Segment Information - Revenues and Long-Lived Assets By Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenues and long-lived assets | |||||
Revenues | $ 2,265 | $ 2,209 | $ 2,139 | ||
Long-lived assets | 994 | [1] | 1,367 | [1] | 1,178 |
United States | |||||
Revenues and long-lived assets | |||||
Revenues | 518 | 526 | 491 | ||
Long-lived assets | 111 | 253 | 263 | ||
Germany | |||||
Revenues and long-lived assets | |||||
Revenues | 257 | 230 | 210 | ||
Long-lived assets | 263 | 256 | 215 | ||
China | |||||
Revenues and long-lived assets | |||||
Revenues | 131 | 112 | 113 | ||
Italy | |||||
Revenues and long-lived assets | |||||
Revenues | 126 | 126 | 130 | ||
Long-lived assets | 164 | 170 | 155 | ||
United Kingdom | |||||
Revenues and long-lived assets | |||||
Revenues | 116 | 114 | 102 | ||
Long-lived assets | 180 | 208 | 198 | ||
Spain | |||||
Revenues and long-lived assets | |||||
Revenues | 96 | 86 | 79 | ||
France | |||||
Revenues and long-lived assets | |||||
Revenues | 89 | 94 | 98 | ||
India | |||||
Revenues and long-lived assets | |||||
Revenues | 65 | 63 | 54 | ||
Canada | |||||
Revenues and long-lived assets | |||||
Revenues | 55 | 56 | 59 | ||
Finland2 | |||||
Revenues and long-lived assets | |||||
Long-lived assets | 69 | 257 | 146 | ||
Other nations | |||||
Revenues and long-lived assets | |||||
Revenues | 812 | 802 | 803 | ||
Long-lived assets | $ 207 | $ 223 | $ 201 | ||
[1] | At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.” |
Selected Unaudited Quarterly _3
Selected Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 484 | $ 533 | $ 626 | $ 622 | $ 528 | $ 582 | $ 562 | $ 537 | $ 2,265 | $ 2,209 | $ 2,139 |
Cost of goods sold | 440 | 463 | 193 | 454 | 388 | 448 | 480 | 465 | 1,550 | 1,744 | 1,989 |
Restructuring, impairment and plant closing and transition costs | 55 | 428 | 136 | 9 | 3 | 16 | 7 | 26 | 628 | 52 | 35 |
(Loss) income from continuing operations | (69) | (366) | 198 | 80 | 70 | 53 | 34 | (21) | (157) | 136 | (85) |
Net (loss) income | (69) | (366) | 198 | 80 | 70 | 53 | 34 | (13) | (157) | 144 | (77) |
Net (loss) income attributable to Venator | $ (69) | $ (368) | $ 196 | $ 78 | $ 68 | $ 51 | $ 31 | $ (16) | $ (163) | $ 134 | $ (87) |
Basic income (loss) per share: | |||||||||||
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share) | $ (0.65) | $ (3.46) | $ 1.84 | $ 0.73 | $ 0.64 | $ 0.48 | $ 0.29 | $ (0.23) | $ (1.53) | $ 1.19 | $ (0.89) |
Net (loss) income attributable to Venator Materials PLC ordinary shareholders (USD per share) | (0.65) | (3.46) | 1.84 | 0.73 | 0.64 | 0.48 | 0.29 | (0.15) | (1.53) | 1.26 | (0.82) |
Diluted (loss) income per share: | |||||||||||
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share) | (0.65) | (3.46) | 1.84 | 0.73 | 0.64 | 0.48 | 0.29 | (0.23) | (1.53) | 1.18 | (0.89) |
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders (USD per share) | $ (0.65) | $ (3.46) | $ 1.84 | $ 0.73 | $ 0.64 | $ 0.48 | $ 0.29 | $ (0.15) | $ (1.53) | $ 1.26 | $ (0.82) |
Schedule II_Valuation and Qua_2
Schedule II—Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 5 | $ 4 | $ 4 |
Charges to cost and expenses | 1 | 1 | 0 |
Charged to other accounts | 0 | 0 | 0 |
Deductions | (1) | 0 | 0 |
Balance at end of period | $ 5 | $ 5 | $ 4 |