Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | 6-K |
Entity Registrant Name | Venator Materials PLC |
Document Period End Date | Sep. 30, 2021 |
Entity Central Index Key | 0001705682 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 161 | $ 220 |
Accounts receivable (net of allowance for doubtful accounts of $4 and $5, respectively) | [1] | 393 | 324 |
Accounts receivable from affiliates | 1 | 0 | |
Inventories | [1] | 418 | 440 |
Prepaid expenses | 31 | 24 | |
Other current assets | 49 | 49 | |
Total current assets | 1,053 | 1,057 | |
Property, plant and equipment, net | [1] | 869 | 947 |
Operating lease right-of-use assets, net | [1] | 33 | 38 |
Intangible assets, net | [1] | 14 | 17 |
Investment in unconsolidated affiliates | 107 | 104 | |
Deferred income taxes | 29 | 33 | |
Other noncurrent assets | 197 | 161 | |
Total assets | 2,302 | 2,357 | |
Current liabilities: | |||
Accounts payable | [1] | 298 | 240 |
Accounts payable to affiliates | 21 | 22 | |
Accrued liabilities | [1] | 120 | 118 |
Current operating lease liability | 7 | 8 | |
Current portion of debt | [1] | 5 | 7 |
Total current liabilities | 451 | 395 | |
Long-term debt | 949 | 950 | |
Operating lease liability | 29 | 33 | |
Other noncurrent liabilities | 335 | 338 | |
Noncurrent payable to affiliates | 17 | 17 | |
Total liabilities | 1,781 | 1,733 | |
Commitments and contingencies (Notes 11 and 12) | |||
Equity | |||
Ordinary shares $0.001 par value, 200 shares authorized, each, 107 issued and outstanding, each | 0 | 0 | |
Additional paid-in capital | 1,335 | 1,330 | |
Retained deficit | (474) | (383) | |
Accumulated other comprehensive loss | (345) | (329) | |
Total Venator Materials PLC shareholders' equity | 516 | 618 | |
Noncontrolling interest in subsidiaries | 5 | 6 | |
Total equity | 521 | 624 | |
Total liabilities and equity | $ 2,302 | $ 2,357 | |
[1] | At September 30, 2021 and December 31, 2020, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $4 and $3 of cash and cash equivalents; $5 each of accounts receivable, net; $3 and $2 of inventories; $3 and $4 property, plant and equipment, net; nil and $1 of operating lease right-of-use assets; $6 and $8 of intangible assets, net; $2 each of accounts payable; $2 and $4 of accrued liabilities; nil and $2 of current portion of debt. See "Note 5. Variable Interest Entities." |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Accounts receivable, allowance for doubtful accounts | $ 4,000,000 | $ 5,000,000 | |
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 | |
Ordinary shares, issued (in shares) | 107,000,000 | 107,000,000 | |
Ordinary shares, outstanding (in shares) | 107,000,000 | 107,000,000 | |
Cash and cash equivalents | [1] | $ 161,000,000 | $ 220,000,000 |
Accounts receivable, net | [1] | 393,000,000 | 324,000,000 |
Inventories | [1] | 418,000,000 | 440,000,000 |
Property, plant and equipment, net | [1] | 869,000,000 | 947,000,000 |
Operating lease right-of-use assets | [1] | 33,000,000 | 38,000,000 |
Intangible assets, net | [1] | 14,000,000 | 17,000,000 |
Accounts payable | [1] | 298,000,000 | 240,000,000 |
Accrued liabilities | [1] | 120,000,000 | 118,000,000 |
Current portion of debt | 4,000,000 | 6,000,000 | |
Consolidated VIE's | |||
Cash and cash equivalents | 4,000,000 | 3,000,000 | |
Accounts receivable, net | 5,000,000 | 5,000,000 | |
Inventories | 3,000,000 | 2,000,000 | |
Property, plant and equipment, net | 3,000,000 | 4,000,000 | |
Operating lease right-of-use assets | 0 | 1,000,000 | |
Intangible assets, net | 6,000,000 | 8,000,000 | |
Accounts payable | 2,000,000 | 2,000,000 | |
Accrued liabilities | 2,000,000 | 4,000,000 | |
Current portion of debt | $ 0 | $ 2,000,000 | |
[1] | At September 30, 2021 and December 31, 2020, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $4 and $3 of cash and cash equivalents; $5 each of accounts receivable, net; $3 and $2 of inventories; $3 and $4 property, plant and equipment, net; nil and $1 of operating lease right-of-use assets; $6 and $8 of intangible assets, net; $2 each of accounts payable; $2 and $4 of accrued liabilities; nil and $2 of current portion of debt. See "Note 5. Variable Interest Entities." |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Trade sales, services and fees, net | $ 557 | $ 474 | $ 1,677 | $ 1,462 |
Cost of goods sold | 511 | 454 | 1,529 | 1,336 |
Operating expenses: | ||||
Selling, general and administrative | 37 | 34 | 116 | 112 |
Restructuring, impairment, and plant closing and transition costs | 35 | 13 | 60 | 25 |
Other operating expense (income), net | 5 | (1) | 13 | 9 |
Total operating expenses | 77 | 46 | 189 | 146 |
Operating income (loss) | (31) | (26) | (41) | (20) |
Interest expense | (18) | (18) | (53) | (46) |
Interest income | 3 | 3 | 9 | 9 |
Other income | 3 | 5 | 10 | 12 |
Loss before income taxes | (43) | (36) | (75) | (45) |
Income tax expense | (4) | (3) | (14) | (3) |
Net loss | (47) | (39) | (89) | (48) |
Net income attributable to noncontrolling interests | 0 | (3) | (2) | (6) |
Net loss attributable to Venator | $ (47) | $ (42) | $ (91) | $ (54) |
Per Share Data: | ||||
Loss attributable to Venator Materials PLC ordinary shareholders, basic (in dollars per share) | $ (0.44) | $ (0.39) | $ (0.85) | $ (0.51) |
Loss attributable to Venator Materials PLC ordinary shareholders, diluted (in dollars per share) | $ (0.44) | $ (0.39) | $ (0.85) | $ (0.51) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (47) | $ (39) | $ (89) | $ (48) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment | (23) | 46 | (30) | 29 |
Pension and other postretirement benefits adjustments | (3) | 3 | 5 | 10 |
Hedging instruments | 5 | (10) | 9 | (1) |
Total other comprehensive (loss) income, net of tax | (21) | 39 | (16) | 38 |
Comprehensive loss | (68) | 0 | (105) | (10) |
Comprehensive income attributable to noncontrolling interest | 0 | (3) | (2) | (6) |
Comprehensive loss attributable to Venator | $ (68) | $ (3) | $ (107) | $ (16) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Subsidiaries |
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | 107 | |||||
Balance at the beginning of the period at Dec. 31, 2019 | $ 673 | $ 0 | $ 1,322 | $ (271) | $ (385) | $ 7 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | 8 | 7 | 1 | |||
Other comprehensive (loss) income, net of tax | (23) | (23) | ||||
Dividends paid to noncontrolling interests | (1) | (1) | ||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (in shares) at Mar. 31, 2020 | 107 | |||||
Balance at the end of the period at Mar. 31, 2020 | 659 | $ 0 | 1,324 | (264) | (408) | 7 |
Balance at the beginning of the period (in shares) at Dec. 31, 2019 | 107 | |||||
Balance at the beginning of the period at Dec. 31, 2019 | 673 | $ 0 | 1,322 | (271) | (385) | 7 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (48) | |||||
Other comprehensive (loss) income, net of tax | 38 | |||||
Balance at the end of the period (in shares) at Sep. 30, 2020 | 107 | |||||
Balance at the end of the period at Sep. 30, 2020 | 663 | $ 0 | 1,328 | (325) | (347) | 7 |
Balance at the beginning of the period (in shares) at Mar. 31, 2020 | 107 | |||||
Balance at the beginning of the period at Mar. 31, 2020 | 659 | $ 0 | 1,324 | (264) | (408) | 7 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (17) | (19) | 2 | |||
Other comprehensive (loss) income, net of tax | 22 | 22 | ||||
Dividends paid to noncontrolling interests | (2) | (2) | ||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (in shares) at Jun. 30, 2020 | 107 | |||||
Balance at the end of the period at Jun. 30, 2020 | 664 | $ 0 | 1,326 | (283) | (386) | 7 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (39) | (42) | 3 | |||
Other comprehensive (loss) income, net of tax | 39 | 39 | ||||
Dividends paid to noncontrolling interests | (3) | (3) | ||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (in shares) at Sep. 30, 2020 | 107 | |||||
Balance at the end of the period at Sep. 30, 2020 | 663 | $ 0 | 1,328 | (325) | (347) | 7 |
Balance at the beginning of the period (in shares) at Dec. 31, 2020 | 107 | |||||
Balance at the beginning of the period at Dec. 31, 2020 | 624 | $ 0 | 1,330 | (383) | (329) | 6 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (20) | (21) | 1 | |||
Other comprehensive (loss) income, net of tax | (7) | (7) | ||||
Dividends paid to noncontrolling interests | (1) | (1) | ||||
Activity related to stock plans | 1 | 1 | ||||
Balance at the end of the period (in shares) at Mar. 31, 2021 | 107 | |||||
Balance at the end of the period at Mar. 31, 2021 | 597 | $ 0 | 1,331 | (404) | (336) | 6 |
Balance at the beginning of the period (in shares) at Dec. 31, 2020 | 107 | |||||
Balance at the beginning of the period at Dec. 31, 2020 | 624 | $ 0 | 1,330 | (383) | (329) | 6 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (89) | |||||
Other comprehensive (loss) income, net of tax | (16) | |||||
Balance at the end of the period (in shares) at Sep. 30, 2021 | 107 | |||||
Balance at the end of the period at Sep. 30, 2021 | 521 | $ 0 | 1,335 | (474) | (345) | 5 |
Balance at the beginning of the period (in shares) at Mar. 31, 2021 | 107 | |||||
Balance at the beginning of the period at Mar. 31, 2021 | 597 | $ 0 | 1,331 | (404) | (336) | 6 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (22) | (23) | 1 | |||
Other comprehensive (loss) income, net of tax | 12 | 12 | ||||
Dividends paid to noncontrolling interests | (1) | (1) | ||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (in shares) at Jun. 30, 2021 | 107 | |||||
Balance at the end of the period at Jun. 30, 2021 | 588 | $ 0 | 1,333 | (427) | (324) | 6 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net (loss) income | (47) | (47) | 0 | |||
Other comprehensive (loss) income, net of tax | (21) | (21) | ||||
Dividends paid to noncontrolling interests | (1) | (1) | ||||
Activity related to stock plans | 2 | 2 | ||||
Balance at the end of the period (in shares) at Sep. 30, 2021 | 107 | |||||
Balance at the end of the period at Sep. 30, 2021 | $ 521 | $ 0 | $ 1,335 | $ (474) | $ (345) | $ 5 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Activities: | ||
Net loss | $ (89) | $ (48) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 89 | 85 |
Deferred income taxes | 3 | (3) |
Noncash restructuring and other plant closure costs | 7 | 14 |
Noncash loss on foreign currency transactions | 4 | 4 |
Noncash loss (gain) on disposal of businesses/assets, net | 1 | (6) |
Other, net | 11 | 12 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (79) | 20 |
Inventories | 8 | 87 |
Prepaid expenses | (7) | (4) |
Other current assets | 1 | 4 |
Other noncurrent assets | (42) | (15) |
Accounts payable | 64 | (113) |
Accrued liabilities | (2) | (20) |
Other noncurrent liabilities | 33 | (17) |
Net cash provided by operating activities | 2 | 0 |
Investing Activities: | ||
Capital expenditures | (47) | (54) |
Cash received from unconsolidated affiliates | 19 | 28 |
Investment in unconsolidated affiliates | (21) | (35) |
Cash received from notes receivable | 0 | 12 |
Proceeds from sale of business/assets | 6 | 6 |
Other investing activities | (4) | 0 |
Net cash used in investing activities | (47) | (43) |
Financing Activities: | ||
Net (Repayments) proceeds on short-term debt | (2) | 3 |
Net repayments on notes payable | 0 | (7) |
Repayment of third-party debt | (4) | (4) |
Dividends paid to noncontrolling interests | (3) | (6) |
Proceeds from issuance of long-term debt | 0 | 221 |
Debt issuance costs paid | 0 | (7) |
Other, net | (3) | (5) |
Net cash (used in) provided by financing activities | (12) | 195 |
Effect of exchange rate changes on cash | (2) | 1 |
Net change in cash and cash equivalents | (59) | 153 |
Cash and cash equivalents at beginning of period | 220 | 55 |
Cash and cash equivalents at end of period | 161 | 208 |
Supplemental cash flow information: | ||
Cash paid for interest excluding hedging activity | 58 | 35 |
Cash paid for income taxes | 5 | 0 |
Supplemental disclosure of noncash activities: | ||
Capital expenditures included in accounts payable as of September 30, 2021 and 2020. | $ 21 | $ 21 |
General, Description of Busines
General, Description of Business, Recent Developments and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General, Description of Business, Recent Developments and Basis of Presentation | Note 1. General, Description of Business, Recent Developments and Basis of Presentation Description of Business Venator became an independent publicly traded company following our IPO and separation from Huntsman Corporation in August 2017. Venator operates in two segments: Titanium Dioxide and Performance Additives. The Titanium Dioxide segment primarily manufactures and sells TiO 2 , and operates seven TiO 2 manufacturing facilities across the globe, excluding our plant in Pori, Finland, ongoing closure of which was announced in the third quarter of 2018. The Performance Additives segment manufactures and sells functional additives, color pigments, timber treatment and water treatment chemicals (through May 2021). This segment operates 13 manufacturing and processing facilities globally. Basis of Presentation Our unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive loss, financial condition and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 for our Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the notes to the unaudited condensed consolidated financial statements, all dollar and share amounts, except per share amounts, in tabulations are in millions unless otherwise indicated. COVID-19 The COVID-19 pandemic has had a significant adverse impact on our business and the markets in which we operate beginning in the first quarter of 2020. The measures implemented by governmental authorities around the world to contain the virus, including travel bans and restrictions, limits on gatherings, quarantines, shelter-in-place orders and business shutdowns, drove a decrease in demand for many of our products. We began to see recovery in the third quarter of 2020 and by the third quarter of 2021 many of our product lines had returned to pre-pandemic levels of demand. However, the continued recovery will depend on a variety of factors beyond our control, including the global rollout of vaccines and the impact of a resurgence of COVID-19 (including from the Delta variant and other emerging variants which may be more contagious) and its effects on the global economy. Because of this, we cannot reasonably estimate with any degree of certainty the future adverse impact the COVID-19 pandemic may have on our results of operations, financial position, or liquidity. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Pronouncements | Note 2. Recently Issued Accounting Pronouncements Accounting Pronouncements Pending Adoption in Future Periods In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . The amendments in this ASU temporarily simplify the accounting for contract modifications, including hedging relationships, due to the transition from London Interbank Offering Rate ("LIBOR") and other interbank offered rates to alternative reference interest rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which provided clarifying guidance to ASU 2020-04. Under ASU No. 2021-01, entities can elect not to remeasure contracts at the modification date or reassess a previous accounting determination if certain conditions are met. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. These ASUs were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact of the transition from LIBOR to alternative reference interest rates on our financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. Revenue We generate substantially all of our revenues through sales of inventory in the open market and via long-term supply agreements. At contract inception, we assess the goods promised in our contracts and identify a performance obligation for each promise to transfer to the customer a distinct good. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping, at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods. Sales, value added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We recognize these costs for shipping and handling when control over products have transferred to the customer as an expense in cost of goods sold. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less than one year. The following table disaggregates our revenues by major geographical region for the three and nine months ended September 30, 2021 and 2020: Three months ended September 30, 2021 Nine months ended September 30, 2021 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 217 $ 48 $ 265 $ 647 $ 163 $ 810 North America 81 55 136 236 175 411 Asia 90 20 110 254 67 321 Other 42 4 46 122 13 135 Total Revenues $ 430 $ 127 $ 557 $ 1,259 $ 418 $ 1,677 Three months ended September 30, 2020 Nine months ended September 30, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 182 $ 47 $ 229 $ 554 $ 139 $ 693 North America 70 61 131 220 173 393 Asia 64 20 84 212 58 270 Other 27 3 30 97 9 106 Total Revenues $ 343 $ 131 $ 474 $ 1,083 $ 379 $ 1,462 The following table disaggregates our revenues by major product line for the three and nine months ended September 30, 2021 and 2020: Three months ended September 30, 2021 Nine months ended September 30, 2021 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 430 $ — $ 430 $ 1,259 $ — $ 1,259 Color Pigments — 74 74 — 222 222 Functional Additives — 29 29 — 100 100 Timber Treatment — 24 24 — 87 87 Water Treatment 1 — — — — 9 9 Total Revenues $ 430 $ 127 $ 557 $ 1,259 $ 418 $ 1,677 Three months ended September 30, 2020 Nine months ended September 30, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 343 $ — $ 343 $ 1,083 $ — $ 1,083 Color Pigments — 66 66 — 187 187 Functional Additives — 24 24 — 80 80 Timber Treatment — 36 36 — 97 97 Water Treatment 1 — 5 5 — 15 15 Total Revenues $ 343 $ 131 $ 474 $ 1,083 $ 379 $ 1,462 The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which may contain variable consideration such as discounts or rebates. We also give our customers a limited right to return products that have been damaged, do not satisfy their specifications, or for other specific reasons. Payment terms on product sales to our customers typically range from 30 days to 90 days. Although certain exceptions exist where |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 December 31, 2020 Raw materials and supplies $ 167 $ 137 Work in process 52 51 Finished goods 199 252 Total $ 418 $ 440 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Variable Interest Entities | Note 5. Variable Interest Entities We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary: • Pacific Iron Products Sdn Bhd is our 50%-owned joint venture with Coogee Chemicals that manufactures products for Venator. It was determined that the activities that most significantly impact its economic performance are raw material supply, manufacturing and sales. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing. As a result, we concluded that we are the primary beneficiary. • Viance, LLC ("Viance") is our 50%-owned joint venture with International Flavors & Fragrances Inc. Viance markets timber treatment products for Venator. We have determined that the activity that most significantly impacts Viance’s economic performance is manufacturing. The joint venture sources all of its products through a contract manufacturing arrangement at our Harrisburg, North Carolina facility and we bear a disproportionate amount of working capital risk of loss due to the supply arrangement whereby we control manufacturing on Viance’s behalf. As a result, we concluded that we are the primary beneficiary. Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at September 30, 2021, the joint ventures’ assets, liabilities and results of operations are included in Venator’s unaudited condensed consolidated financial statements. The revenues, income before income taxes and net cash provided by operating activities for our variable interest entities for the three and nine months ended September 30, 2021 and 2020 are as follows: Three months ended Nine months ended 2021 2020 2021 2020 Revenues $ 18 $ 29 $ 67 $ 79 Income before income taxes — 5 5 11 Net cash provided by operating activities 2 5 10 12 |
Restructuring, Impairment, and
Restructuring, Impairment, and Plant Closing and Transition Costs | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment, and Plant Closing and Transition Costs | Note 6. Restructuring, Impairment, and Plant Closing and Transition Costs Venator has initiated various restructuring programs in an effort to reduce operating costs and maximize operating efficiency. Restructuring Activities Company-wide Restructuring In December 2020, we implemented a plan to decommission certain existing equipment in a section of our Duisburg, Germany manufacturing site. As part of the program, we recorded a restructuring credit of $5 million and restructuring expense of $10 million for the three and nine months ended September 30, 2021, respectively, all of which is related to employee benefits. We expect to incur additional cash charges of approximately $5 million through the end of 2022, all of which relates to other employee costs. We expect $3 million of these future costs will relate to the Titanium Dioxide segment and $2 million will relate to the Performance Additives segment. Titanium Dioxide Segment In July 2016, we implemented a plan to close our Umbogintwini, South Africa titanium dioxide manufacturing facility. In connection with this plan, in August 2020 we sold the Umbogintwini facility. Accordingly, during the third quarter of 2020 we received proceeds of $6 million related to this sale and recognized a corresponding gain on disposal of assets of $6 million. This gain is recorded in the "Other operating expense (income), net" line item of our unaudited condensed consolidated statement of operations. In March 2017, we implemented a plan to close the white-end finishing and packaging operation of our titanium dioxide manufacturing facility at our Calais, France site. The announced plan followed the 2015 closure of the black-end manufacturing operations and resulted in the closure of the entire facility. As part of the program, we recorded restructuring and plant closure expense of $1 million and $8 million for the three and nine months ended September 30, 2021 and nil and $4 million for the three and nine months ended September 30, 2020, all of which related to plant shutdown costs. $1 million and $5 million of the plant shutdown costs recorded in the three and nine months ended September 30, 2021 were non-restructuring plant closure costs. We expect to incur additional cash plant shutdown costs for our Calais, France facility of approximately $13 million through 2023. In September 2018, we implemented a plan to close our Pori, Finland titanium dioxide manufacturing facility. We recorded approximately $39 million of restructuring and plant closing costs for the three months ended September 30, 2021, of which approximately $3 million was restructuring expense related to the plan and $36 million was non-restructuring plant shutdown expenses. Restructuring expense consists of $1 million of cash plant shutdown costs and $2 million of accelerated depreciation. Non-restructuring plant closing costs consist of $7 million recorded as accrued liabilities and $29 million are recorded as other non-current liabilities on our condensed consolidated balance sheet at September 30, 2021. We recorded restructuring expense of $6 million for the nine months ended September 30, 2021, of which $1 million related to other employee costs, $3 million related to plant shutdown costs and $2 million related to accelerated depreciation. Restructuring expense for the nine months ended September 30, 2021 consists of $4 million of cash expense. We recorded restructuring expense related to our Pori, Finland manufacturing facility of $10 million for the three months ended September 30, 2020, of which $9 million was related to accelerated depreciation and $1 million related to plant shutdown costs. This restructuring expense consists of $1 million of cash expense and a noncash expense of $9 million. We recorded restructuring expense of $18 million for the nine months ended September 30, 2020 of which $11 million was related to accelerated depreciation, $2 million related to employee benefits and $5 million related to plant shutdown costs. This restructuring expense consists of $7 million of cash expense and a noncash expense of $11 million. We expect to incur additional charges related to our Pori facility of approximately $78 million through the end of 2024, of which $7 million relates to accelerated depreciation, $68 million relates to plant shut down costs, $1 million relates to other employee costs and $2 million relates to the write off of other assets. Future charges consist of $9 million of noncash costs and $69 million of cash costs. Performance Additives Segment In May 2021, we completed the sale of our water treatment business for approximately $6 million in cash. We recorded a loss on disposal of $2 million, subject to future working capital adjustments, which is included in Other income in our unaudited condensed consolidated statements of operations. Accrued Restructuring and Plant Closing and Transition Costs As of September 30, 2021 and December 31, 2020, accrued restructuring and plant closing and transition costs by type of cost and year of initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued liabilities as of December 31, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives 1 2 3 2021 charges for 2018 initiatives 1 3 4 2021 charges for 2020 initiatives 8 2 10 2021 payments for 2017 and prior initiatives (2) (2) (4) 2021 payments for 2018 initiatives (2) (3) (5) 2021 payments for 2020 initiatives (1) (2) (3) Foreign currency effect on liability balance (1) (1) (2) Accrued liabilities as of September 30, 2021 $ 22 $ — $ 22 (1) The total workforce reduction reserves of $22 million relate to the termination of 168 positions, of which 18 positions have been terminated but require future payment as of September 30, 2021. (2) Accrued liabilities remaining at September 30, 2021 and December 31, 2020 by year of initiatives were as follows: September 30, 2021 December 31, 2020 2017 initiatives and prior $ 3 $ 4 2018 initiatives 4 5 2020 initiatives 15 10 Total $ 22 $ 19 Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative: Titanium Performance Total Accrued liabilities as of December 31, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives 3 — 3 2021 charges for 2018 initiatives 4 — 4 2021 charges for 2020 initiatives 10 — 10 2021 payments for 2017 and prior initiatives (4) — (4) 2021 payments for 2018 initiatives (5) — (5) 2021 payments for 2020 initiatives (3) — (3) Foreign currency effect on liability balance (2) — (2) Accrued liabilities as of September 30, 2021 $ 21 $ 1 $ 22 Current portion of restructuring reserves $ 13 $ 1 $ 14 Long-term portion of restructuring reserve $ 8 $ — $ 8 Restructuring, Impairment and Plant Closing and Transition Costs Details with respect to major cost type of restructuring charges and other plant closure costs for the three and nine months ended September 30, 2021 and 2020 are provided below: Three months ended Nine months ended 2021 2020 2021 2020 Cash charges $ (4) $ 1 $ 17 $ 11 Impairment of assets — 3 — 3 Accelerated depreciation 2 9 2 11 Other plant closure costs 37 — 41 — Total Restructuring, Impairment and Plant Closing and Transition Costs $ 35 $ 13 $ 60 $ 25 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Outstanding debt, excluding finance leases and net of unamortized discount and issuance costs of $25 million as of September 30, 2021 and December 31, 2020, each, consisted of the following: September 30, 2021 December 31, 2020 Term Loan Facility due August 2024 $ 357 $ 359 Senior Secured Notes due July 2025 216 215 Senior Unsecured Notes due July 2025 372 372 Other — 1 Total debt 945 947 Less: short-term debt and current portion of long-term debt 4 6 Long-term debt $ 941 $ 941 The estimated fair value of the Term Loan Facility was $360 million and $358 million as of September 30, 2021 and December 31, 2020, respectively. The estimated fair value of the Senior Secured Notes was $251 million and $247 million as of September 30, 2021 and December 31, 2020, respectively. The estimated fair value of the Senior Unsecured Notes was $352 million and $354 million as of September 30, 2021 and December 31, 2020, respectively. The estimated fair values of the Term Loan Facility, Senior Secured Notes and Senior Unsecured Notes are based upon quoted market prices (Level 1). The aggregate principal outstanding under our ABL Facility was nil as of September 30, 2021 and December 31, 2020, each. Senior Credit Facilities Our Senior Credit Facilities provide for first lien senior secured financing of up to $725 million, consisting of: • the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and • the ABL Facility in an aggregate principal amount of up to $350 million, with a maturity of five years. The Term Loan Facility amortizes in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility and is paid quarterly. Availability to borrow the $350 million of commitments under the ABL Facility is subject to a borrowing base calculation comprised of accounts receivable and inventory in U.S., Canada, the U.K., Germany and accounts receivable in France and Spain, that fluctuate from time to time and may be further impacted by the lenders’ discretionary ability to impose reserves and availability blocks that might otherwise incrementally decrease borrowing availability. As a result, the aggregate amount available for extensions of credit under the ABL Facility at any time is the lesser of $350 million and the borrowing base calculated according to the formula described above minus the aggregate amount of extensions of credit outstanding under the ABL Facility at such time. Borrowings under the Term Loan Facility bear interest at a rate equal to, at Venator’s option, either (a) a LIBOR based rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs subject to an interest rate floor to be agreed or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case plus an applicable margin to be agreed upon. Borrowings under the ABL Facility bear interest at a variable rate equal to an applicable margin based on the applicable quarterly average excess availability under the ABL Facility plus either a LIBOR or a base rate. The applicable margin percentage is calculated and established once every three calendar months and varies from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the ABL Facility for the immediately preceding three-month period. The Senior Credit Facilities contain covenants that are usual and customary for facilities of this type, including events of default and financial, affirmative and negative covenants. In addition, the ABL Facility contains a springing financial covenant that requires the Company and its restricted subsidiaries to maintain a consolidated fixed charge coverage ratio of at least 1:1 for certain periods of time, if borrowing availability is less than a specified threshold. The Senior Credit Facilities contain customary change of control provisions, the breach of which entitle the lenders to take various actions, including the acceleration of amounts due under the facility. On October 15, 2021, we entered into the Amendment and Restatement Agreement, which amended and restated the ABL Credit Agreement. Among other things, the amendment provides for (i) an extension of the revolving loan commitments pursuant to the ABL Credit Agreement until October 15, 2026, or if earlier, 91 days prior to maturity date of any indebtedness in an amount in excess of $75 million and (ii) a reduction in the revolving loan commitments to $330 million. Senior Secured Notes On May 22, 2020, we completed an offering of $225 million in aggregate principal amount of senior secured notes (the "Senior Secured Notes") due on July 1, 2025 at 98% of their face value. The Senior Secured Notes are obligations of our wholly owned subsidiaries, Venator Finance S.à r.l. and Venator Materials LLC (the "Issuers") and bear interest of 9.5% per year payable semi-annually in arrears. The Senior Secured Notes are guaranteed on a senior secured basis by Venator and each of Venator's restricted subsidiaries (other than the Issuers and certain other excluded subsidiaries) that is a guarantor under Venator's Term Loan Facility and ABL Facility. The Senior Secured Notes are secured on a first-priority basis by liens on all of the assets that secure the Term Loan Facility on a first-priority basis and are secured on a second-priority basis in all inventory, accounts receivable, deposit accounts, securities accounts, certain related assets and other current assets that secure the ABL Facility on a first-priority basis and the Term Loan Facility on a second-priority basis, in each case, other than certain excluded assets. The Senior Secured Notes contain covenants that are usual and customary for facilities of this type, including events of default and financial, affirmative and negative covenants. Upon the occurrence of certain change of control events, holders of the Venator Senior Secured Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Secured Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Senior Unsecured Notes Our Senior Unsecured Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Unsecured Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Unsecured Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Senior Unsecured Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Senior Unsecured Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Unsecured Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Guarantees All obligations under the Senior Credit Facilities are guaranteed by Venator and substantially all of our subsidiaries (the "Guarantors"), and are secured by substantially all of the assets of Venator and the Guarantors, in each case subject to certain exceptions. Lien priority as between the Term Loan Facility and the ABL Facility with respect to the collateral will be governed by an intercreditor agreement. Letters of Credit As of September 30, 2021 we had $69 million of issued and outstanding letters of credit and bank guarantees to third parties. Of this amount, $36 million were issued by various banks on an unsecured basis with the remaining $33 million issued from our secured ABL Facility. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 8. Derivative Instruments and Hedging Activities To reduce cash flow volatility from foreign currency fluctuations, we enter into forward and swap contracts to hedge portions of cash flows of certain foreign currency transactions. We do not use derivative financial instruments for trading or speculative purposes. Cross-Currency Swaps In August 2019, we entered into three cross-currency interest rate swaps which notionally exchanged $200 million at a fixed rate of 5.75% for €181 million on which a weighted average rate of 3.73% is payable. The cross-currency swaps have been designated as cash flow hedges of a fixed rate U.S. Dollar intercompany loan and the economic effect is to eliminate uncertainty on the U.S. Dollar cash flows. The cross-currency swaps are set to mature in July 2024, which is the best estimate of the repayment date on the intercompany loan. We formally assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transactions are highly effective in offsetting cash flows of the hedged item and we will continue to assess the relationship on an ongoing basis. We use the hypothetical derivative method in conjunction with regression analysis to measure effectiveness of our cross-currency swap agreement. The changes in the fair value of the swaps are deferred in other comprehensive income and subsequently recognized in Other income in the unaudited condensed consolidated statement of operations when the hedged item impacts earnings. Cash flows related to our cross-currency swap that relate to our periodic interest settlement will be classified as operating activities and the cash flows that relates to principal balances will be designated as financing activities. The fair value of these hedges were liabilities of $4 million and $14 million at September 30, 2021 and December 31, 2020, respectively, and are recorded as other noncurrent liabilities on our unaudited condensed consolidated balance sheets. We estimate the fair values of our cross-currency swaps by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, credit default swap rates and cross-currency basis swap spreads. The cross-currency swap has been classified as Level 2 because the fair value is based upon observable market-based inputs or unobservable inputs that are corroborated by market data. For the nine months ended September 30, 2021 and 2020, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $9 million and a loss of $1 million, respectively. As of September 30, 2021, we do not expect to reclassify any accumulated other comprehensive loss to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions. We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We continually monitor our position and the credit rating of our counterparties, and we do not anticipate nonperformance by the counterparties. Forward Currency Contracts Not Designated as Hedges We transact business in various foreign currencies and we enter into currency forward contracts to offset the risks associated with foreign currency exposure. At September 30, 2021 and December 31, 2020, we had $82 million and $77 million, respectively, notional amount (in U.S. Dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month. The contracts are valued using observable market rates (Level 2). |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes Venator uses the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on a tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions. We recorded income tax expense of $4 million and $3 million for the three months ended September 30, 2021 and 2020, respectively and income tax expense of $14 million and $3 million for the nine months ended September 30, 2021 and 2020, respectively. Our tax expense is significantly affected by the mix of income and losses in tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For U.S. federal income tax purposes Huntsman recognized a gain as a result of the IPO and the separation to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses was increased. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10. Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing net income attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income available to Venator ordinary shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Basic and diluted earnings per share are determined using the following information: Three months ended Nine months ended 2021 2020 2021 2020 Numerator: Basic and diluted loss from continuing operations: Net loss attributable to Venator Materials PLC ordinary shareholders $ (47) $ (42) $ (91) $ (54) Denominator: Weighted average shares outstanding 107.3 106.7 107.2 106.7 Potential dilutive impact of share-based awards (1) 0.2 — 0.3 — (1) The potentially dilutive impact of share-based awards was excluded from the calculation of net loss per share for the three months and nine months ended September 30, 2021 and 2020 because there is an anti-dilutive effect as we are in net loss positions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Legal Proceedings Overview We accrue liabilities related to legal matters when they are either known or considered probable and can be reasonably estimated. Legal matters are inherently unpredictable and subject to significant uncertainties, and significant judgment is required to determine both probability and the estimated amount. Some of these uncertainties include the stage of litigation, available facts, uncertainty as to the outcome of any legal proceedings or settlement discussions, and any novel legal issues presented. In addition to the matters discussed below, we are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in these unaudited condensed consolidated financial statements, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity. Shareholder Litigation On February 8, 2019 we, certain of our executive officers, Huntsman and certain banks who acted as underwriters in connection with our IPO and secondary offering were named as defendants in a proposed class action civil suit filed in the District Court for the State of Texas, Dallas County (the "Dallas District Court"), by an alleged purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on November 30, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding the impact to our operations, and prospects for restoration thereof, resulting from the fire that occurred at our Pori, Finland manufacturing facility, among other allegations. Additional complaints making substantially the same allegations were filed in the Dallas District Court by the Firemen's Retirement System of St. Louis on March 4, 2019 and by Oscar Gonzalez on March 13, 2019, with the third case naming two of our directors as additional defendants. The cases filed in the Dallas District Court were consolidated into a single action, In re: Venator Materials PLC Securities Litigation. On May 8, 2019, we filed a "special appearance" in the Dallas District Court action contesting the court’s jurisdiction over the Company and a motion to transfer venue to Montgomery County, Texas and on June 7, 2019 we and certain defendants filed motions to dismiss. On July 9, 2019, a hearing was held on certain of these motions, which were subsequently denied. On January 21, 2020, the Court of Appeals for the Fifth District of Texas reversed the Dallas District Court’s order that denied the special appearances of Venator and certain other defendants, and rendered judgment dismissing the claims against Venator and certain other defendants for lack of jurisdiction. The Court of Appeals also remanded the case for the Dallas District Court to enter an order transferring the claims against Huntsman to the Montgomery County District Court. On March 19, 2020, plaintiffs from the Dallas District Court case filed suit in New York State Court (New York County) against Venator and the other defendants dismissed from the Dallas District Court case, making substantially the same allegations as were filed in the Dallas District Court. On July 31, 2020, Venator and the other defendants filed a motion to dismiss all claims in the New York State Court case. On March 22, 2021, the New York State Court entered an order dismissing the individual claims of plaintiffs with prejudice as time-barred, and without prejudice to the rights of the putative class. On April 22, 2021, plaintiffs filed a notice of appeal regarding the dismissal by the New York State Court. An additional case was filed on July 31, 2019, in the U.S. District Court for the Southern District of New York by the City of Miami General Employees' & Sanitation Employees' Retirement Trust, making substantially the same allegations, adding claims under sections 10(b) and 20(a) of the U.S. Exchange Act, and naming all of our directors as additional defendants. A case also was filed in the U.S. District Court for the Southern District of Texas by the Cambria County Employees Retirement System on September 13, 2019, making substantially the same allegations as those made by the plaintiff in the case pending in the Southern District of New York. On October 29, 2019, the U.S. District Court for the Southern District of New York entered an order transferring the case brought by the city of Miami General Employees' & Sanitation Employees' Retirement Trust to the U.S. District Court for the Southern District of Texas, where it was consolidated into a single action with the case brought by the Cambria County Employees' Retirement Trust and is now known as In re: Venator Materials PLC Securities Litigation. On January 17, 2020, plaintiffs in the consolidated federal action filed a consolidated class action complaint. On February 18, 2020, all defendants joined in a motion to dismiss the consolidated complaint, which plaintiffs opposed, and for which oral argument was heard on May 14, 2020. On July 7, 2021, the court issued a decision granting in part and denying in part defendants’ motion to dismiss the consolidated complaint for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). The court’s decision also indicated plaintiffs may seek leave to replead those claims that were dismissed by August 9, 2021, certain of which plaintiffs did replead. The plaintiffs in these cases seek to determine that the proceedings should be certified as class actions and to obtain alleged compensatory damages, costs, rescission and equitable relief. We may be required to indemnify our executive officers and directors, Huntsman, and the banks who acted as underwriters in our IPO and secondary offerings, for losses incurred by them in connection with these matters pursuant to our agreements with such parties. While we believe we will prevail on adjudication of these matters, we are unable to determine the likelihood of an unfavorable outcome and we have not made any accrual with regard to this matter. Tronox Litigation On April 26, 2019, we acquired intangible assets related to the European paper laminates product line from Tronox. A separate agreement with Tronox entered into on July 14, 2018 requires that Tronox promptly pay us a “break fee” of $75 million upon the consummation of Tronox’s merger with The National Titanium Dioxide Company Limited (“Cristal”) once the sale of the European paper laminates business to us was consummated, if the sale of Cristal’s Ashtabula manufacturing complex to us was not completed. The deadline for such payment was May 13, 2019. On April 26, 2019, Tronox publicly stated that it believes it is not obligated to pay the break fee. On May 14, 2019, we commenced a lawsuit in the Delaware Superior Court against Tronox arising from Tronox's breach of its obligation to pay the break fee. We are seeking a judgment for $75 million, plus pre- and post-judgment interest, and reasonable attorneys' fees and costs. On June 17, 2019, Tronox filed an answer denying that it is obligated to pay the break fee and asserting affirmative defenses and counterclaims of approximately $400 million, alleging that we failed to negotiate the purchase of the Ashtabula complex in good faith. The parties have engaged in discovery and the preparation of expert reports. On February 4, 2021, the parties participated in mediation as required by Delaware courts, during which no settlement was reached. While we believe we will prevail on adjudication of these matters, we are unable to determine the likelihood of an unfavorable outcome and we have not made any accrual with regard to this matter. Neste Engineering Services Matter We are party to an arbitration proceeding initiated by Neste Engineering Services Oy (“NES”) on December 19, 2018 for payment of invoices allegedly due of approximately €14 million, or $17 million at September 30, 2021, in connection with the delivery of services by NES to the Company in respect of the Pori site rebuild project. While we have fully accrued for the value of these invoices, we are contesting their validity and filed counterclaims against NES on March 8, 2019. In the arbitration proceeding, our defense and counterclaim were filed on April 17, 2020. NES filed its reply and defense to counterclaim on September 18, 2020. Venator filed its rejoinder on December 20, 2020 and NES filed its rejoinder to reply to defense and counterclaim on February 19, 2021. A hearing during which the arbitration panel will hear the parties’ respective fact witnesses and arguments is scheduled for July 2022. Calais Pipeline Matter The Region Hauts-de-France (the “Region”) has issued two duplicate title perception demands against us requiring repayment of €12 million, or $14 million at September 30, 2021. This sum was previously paid to us by the Region under a settlement agreement, pursuant to which we were required to move an effluent pipeline at our Calais site. We filed claims with the Administrative Court in Lille, France on February 14, 2018 and April 12, 2018, requesting orders that the demands be set aside, which suspended enforcement of the demands. On July 12, 2018, the court set aside the first demand. The second demand remains suspended, but in dispute. The parties have lodged various arguments and responses regarding the second demand with the court. The court hearing for this matter has not yet been scheduled. While we believe we will prevail on adjudication of these matters, we are unable to determine the likelihood of an unfavorable outcome and we have not made any accrual with regard to this matter. Gasum Arbitration We entered into a natural gas supply agreement with Skangass Oy (now Gasum LNG Oy) in 2015 to supply natural gas to our Pori, Finland manufacturing facility. The initial fixed term of the agreement was ten years. We are entitled to terminate the agreement upon closure of the facility by giving 12 months’ notice of the closure. Upon such termination, a compensation fee would be payable to Gasum. The agreement requires us to purchase a minimum annual quantity, subject to a mechanism for making up shortfalls. The minimum annual quantity can be reduced (even to zero) in the event of a "Force Majeure Event". We declared that the fire at our Pori facility in January 2017 was a Force Majeure Event under the agreement, reducing the minimum annual quantity to the actual quantity purchased. Gasum alleges that this Force Majeure Event subsequently ceased to apply, and that we were thereafter again obliged to purchase the original minimum annual quantity. Gasum continues to supply natural gas to the Pori facility. On April 17, 2020, Gasum filed arbitration proceedings seeking declaratory relief to require us to take or pay the original minimum annual quantities of natural gas. In their request, Gasum estimated that the monetary value of declaratory relief to be approximately €27 million, or $32 million at September 30, 2021 should we close the Pori facility by the end of 2022. On August 6, 2021, the arbitration tribunal issued its decision in the matter and found that the fire was not a Force Majeure Event under the terms of the supply agreement and therefore our obligations under the supply agreement were not suspended. As a result of this decision, we are required to pay the cost of the arbitration panel and Gasum’s legal costs in an amount immaterial to us and we are obligated to continue to purchase the minimum annual quantity under the supply agreement until expiration or earlier termination of the supply agreement. On August 31, 2021, we provided written notice to Gasum of our intention to close operations at the Pori site by August 31, 2022. Scarlino Gypsum Dispoal Our Scarlino, Italy TiO 2 manufacturing facility, which has a nameplate capacity of 80,000 metric tons and represents approximately 13% of our global nameplate capacity, generates gypsum as a by-product of the manufacturing process, which has been landfilled on-site and also transported for use in the reclamation of a nearby former quarry owned and operated by third parties. We expect there will no longer be capacity for gypsum at the quarry under existing required governmental approvals beyond the second quarter of 2022. Additionally, our Scarlino site and the quarry and their respective owner entities and site management are subjects of an investigation by the Italian Public Prosecutor’s Office concerning whether our Scarlino site and the quarry operator are in full compliance with applicable laws and permits with regard to the use of gypsum for reclamation at the quarry. While we have requested government approval of additional landfill capacity on our Scarlino site that would be sufficient to operate the facility for another year at current operating rates, with an intention to apply for approval of a second year of additional capacity at the on-site landfill as well, to date, government authorities have not approved the proposals we have made. If we are unable to timely obtain required government approvals for additional capacity at the on-site landfill for gypsum generated at the facility, we currently intend to curtail TiO 2 |
Environmental, Health and Safet
Environmental, Health and Safety Matters | 9 Months Ended |
Sep. 30, 2021 | |
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS | |
Environmental, Health and Safety Matters | Note 12. Environmental, Health and Safety Matters Environmental, Health and Safety Capital Expenditures We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the nine months ended September 30, 2021 and September 30, 2020, our capital expenditures for EHS matters totaled $12 million and $9 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws. A number of our EHS capital expenditures will be subject to extended timelines as a result of the COVID-19 pandemic. Changes to timelines may be related to regulatory orders or guidelines that cause suppliers or contractors to cease or slow down operational activities, including as a result of changes to social distancing rules, among other factors. The impacts may vary significantly between different jurisdictions. Environmental Liabilities We accrue liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs, and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology, and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. As of September 30, 2021 and December 31, 2020, we had environmental reserves of $14 million and $8 million, respectively. Environmental Matters We have incurred, and we may in the future incur, liabilities to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources. In the EU, the Environmental Liability Directive (Directive 2004/35/EC) has established a framework based on the "polluter pays" principle for the prevention and remediation of environmental damage, which establishes measures to prevent and remedy environmental damage. The directive defines "environmental damage" as damage to protected species and natural habitats, damage to water and damage to soil. Operators carrying out dangerous activities listed in the Directive are strictly liable for remediation, even if they are not at fault or negligent. Under EU Directive 2010/75/EU on industrial emissions, permitted facility operators may be liable for significant pollution of soil and groundwater over the lifetime of the activity concerned. We are in the process of plant closures at facilities in the EU and liability to investigate and clean up waste or contamination may arise during the surrender of operators' permits at these locations under the directive and associated legislation such as the Water Framework Directive (Directive 2000/60/EC) and the Groundwater Directive (Directive 2006/118/EC). Under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such as those in effect in France, can hold past owners and/or operators liable for remediation at former facilities. We have not been notified by third parties of claims against us for cleanup liabilities at former facilities or third-party sites, including, but not limited to, sites listed under CERCLA. Under the Resource Conservation and Recovery Act in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal and we have made accruals for related remediation activity. We are aware of soil, groundwater or surface contamination from past operations at some of our sites and have made accruals for related remediation activity, and we may find contamination at other sites in the future. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities. Recent developments in climate change related policy and regulations include the Green Deal in the EU; mandatory Task Force on Climate-Related Financial Disclosures (“TCFD”) disclosures in the U.K. and the U.K. commitment to becoming carbon neutral by 2050. Other nations have made or indicated a desire to make similar policy changes and commitments, including the Corporate Governance Improvement and Investor Protection Act in the United States. These changes could affect us in a number of ways including potential requirements to decarbonize manufacturing processes and increased costs of greenhouse gas allowances. We are currently monitoring these developments closely while investigating appropriate climate change strategies to enable us to comply with the new regulations and conform to new disclosure requirements, including TCFD. We expect that our facilities will be subject to additional regulation related to climate change and climate change itself may also have some impact on our operations. However, these impacts are currently uncertain and we cannot predict the nature and scope of these impacts. Scarlino Investigation Our Scarlino, Italy TiO 2 manufacturing facility generates gypsum as a by-product of its manufacturing process, which is currently used in the reclamation of a nearby former quarry owned and operated by third parties. On September 29, 2021, Italian police arrived at our Scarlino site to conduct a search at the site and to take certain samples at the site and at the former quarry, under an order from the Public Prosecutor’s Office indicating that our Scarlino site and the quarry and their respective owner entities and site management are subjects of an investigation concerning whether our Scarlino site and the quarry operator are in full compliance with applicable laws and permits with regard to the disposal of gypsum at the quarry. Pori Remediation In connection with our previously announced intention to close our TiO 2 manufacturing facility in Pori, Finland, we expect to incur environmental costs related to the cleanup of the facility upon its eventual closure, including remediation and closure costs. While we do not currently have enough information to be able to estimate the range of potential remediation costs for the closure of this facility, the environmental assessment and related discussions with the Finnish environmental authorities are ongoing, and these costs could be material to our unaudited condensed consolidated financial statements. Harrisburg Remediation We are engaged in source removal and groundwater remediation at our facility in Harrisburg, NC, under a corrective action plan agreed with the North Carolina Department of Environmental Quality. The agreed interim corrective measures include the removal of a settlement lagoon and the relining of lagoons and containment areas prior to risk based remediation of groundwater. We have environmental reserves of $2 million for this remediation obligation however the risk-based remediation of the groundwater following the remediation of the lagoons and containment areas cannot be reliably estimated at this stage, and these costs could be material to our unaudited condensed consolidated financial statements. Calais Remediation Following the closure of our manufacturing facility in Calais, France we are engaged in a site assessment and a remediation assessment. The risk-based targets for remediation and the extent of any required remediation are yet to be agreed with regulators and cannot be reliably estimated, but these costs could be material to our unaudited condensed consolidated financial statements. Duisburg Remediation We are engaged in the assessment of metal contaminants in the groundwater and the hydrogeological nature of the groundwater beneath our Duisburg, Germany facility to determine if a risk of contamination exists. Any remediation has not been demonstrated to be required and is not reliably estimable at this stage and will require further technical assessment and regulatory agreement, but these costs could be material to our unaudited condensed consolidated financial statements. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2021 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Accumulated Other Comprehensive Loss | Note 13. Accumulated Other Comprehensive Loss Other accumulated comprehensive (loss) income consisted of the following: Foreign currency translation adjustment (a) Pension and other postretirement benefits adjustments net of tax (b) Accumulated other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2021 $ (19) $ (306) $ (5) $ 1 $ (329) $ — $ (329) Other comprehensive (loss) income before reclassifications, gross (30) — — 9 (21) — (21) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 5 — — 5 — 5 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (30) 5 — 9 (16) — (16) Ending balance, September 30, 2021 $ (49) $ (301) $ (5) $ 10 $ (345) $ — $ (345) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Accumulated other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2020 $ (97) $ (295) $ (5) $ 12 $ (385) $ — $ (385) Other comprehensive income (loss) before reclassifications, gross 29 — — (1) 28 — 28 Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 10 — — 10 — 10 Tax expense — — — — — — — Net current-period other comprehensive income (loss) 29 10 — (1) 38 — 38 Ending balance, September 30, 2020 $ (68) $ (285) $ (5) $ 11 $ (347) $ — $ (347) (a) Amounts are net of tax of nil as of September 30, 2021 and January 1, 2021, each. (b) Amounts are net of tax of $50 million as of September 30, 2021 and January 1, 2021, each. (c) See table below for details about the amounts reclassified from accumulated other comprehensive loss. (d) Amounts are net of tax of nil as of September 30, 2020 and January 1, 2020, each. (e) Amounts are net of tax of $50 million as of September 30, 2020 and January 1, 2020, each. Three months ended Nine months ended Affected line item in the statement where net income is presented 2021 2020 2021 2020 Details about Accumulated Other Comprehensive Loss Components (a) : Amortization of pension and other postretirement benefits: Actuarial loss $ 3 $ 3 $ 10 $ 10 Other income Prior service credit — — — — Other income Total before tax 3 3 10 10 Income tax expense — — — — Income tax expense Total reclassifications for the period, net of tax $ 3 $ 3 $ 10 $ 10 (a) Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations. |
Operating Segment Information
Operating Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Operating Segment Information | Note 14. Operating Segment Information We derive our revenues, earnings and cash flows from the manufacture and sale of TiO 2 , functional additives, color pigments, timber treatment and water treatment chemicals (through May 2021). We have reported our operations through our two segments, Titanium Dioxide and Performance Additives, and organized our business and derived our operating segments around differences in product lines. The major product groups of each reportable operating segment are as follows: Segment Product Group Titanium Dioxide titanium dioxide Performance Additives functional additives, color pigments, timber treatment and water treatment chemicals (through May 2021) Sales between segments are generally recognized at external market prices and are eliminated in consolidation. Adjusted EBITDA is presented as a measure of the financial performance of our global business units and for reporting the results of our operating segments. The revenues and adjusted EBITDA for each of the two reportable operating segments are as follows: Three months ended Nine months ended 2021 2020 2021 2020 Revenues: Titanium Dioxide $ 430 $ 343 $ 1,259 $ 1,083 Performance Additives 127 131 418 379 Total $ 557 $ 474 $ 1,677 $ 1,462 Adjusted EBITDA (1) Titanium Dioxide $ 54 $ 21 $ 130 $ 102 Performance Additives 5 5 46 40 59 26 176 142 Corporate and other (11) (9) (36) (31) Total 48 17 140 111 Reconciliation of adjusted EBITDA to net loss: Interest expense (18) (18) (53) (46) Interest income 3 3 9 9 Income tax expense (4) (3) (14) (3) Depreciation and amortization (29) (29) (89) (85) Net income attributable to noncontrolling interests — 3 2 6 Other adjustments: Business acquisition and integration expenses — — — (1) Gain (loss) on disposition of business/assets — 6 (2) 4 Certain legal expenses/settlements (3) — (4) (3) Amortization of pension and postretirement actuarial losses (3) (3) (9) (10) Net plant incident costs (6) (2) (9) (5) Restructuring, impairment and plant closing and transition costs (35) (13) (60) (25) Net loss $ (47) $ (39) $ (89) $ (48) (1) Adjusted EBITDA is defined as net income/loss of Venator before interest expense, interest income, income tax expense/benefit, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses/adjustments; (b) loss/gain on disposition of business/assets; (c) certain legal expenses/settlements; (d) amortization of pension and postretirement actuarial losses/gains; (e) net plant incident costs/credits; and (f) restructuring, impairment, and plant closing and transition costs. |
General, Description of Busin_2
General, Description of Business, Recent Developments and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive loss, financial condition and cash flows for the periods presented. Results for interim periods are not necessarily indicative of those to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020 for our Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the notes to the unaudited condensed consolidated financial statements, all dollar and share amounts, except per share amounts, in tabulations are in millions unless otherwise indicated. |
Recently Issued Accounting Pronouncements | Accounting Pronouncements Pending Adoption in Future Periods In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) . The amendments in this ASU temporarily simplify the accounting for contract modifications, including hedging relationships, due to the transition from London Interbank Offering Rate ("LIBOR") and other interbank offered rates to alternative reference interest rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which provided clarifying guidance to ASU 2020-04. Under ASU No. 2021-01, entities can elect not to remeasure contracts at the modification date or reassess a previous accounting determination if certain conditions are met. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. These ASUs were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact of the transition from LIBOR to alternative reference interest rates on our financial statements. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenues by major geographical region for the three and nine months ended September 30, 2021 and 2020: Three months ended September 30, 2021 Nine months ended September 30, 2021 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 217 $ 48 $ 265 $ 647 $ 163 $ 810 North America 81 55 136 236 175 411 Asia 90 20 110 254 67 321 Other 42 4 46 122 13 135 Total Revenues $ 430 $ 127 $ 557 $ 1,259 $ 418 $ 1,677 Three months ended September 30, 2020 Nine months ended September 30, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 182 $ 47 $ 229 $ 554 $ 139 $ 693 North America 70 61 131 220 173 393 Asia 64 20 84 212 58 270 Other 27 3 30 97 9 106 Total Revenues $ 343 $ 131 $ 474 $ 1,083 $ 379 $ 1,462 The following table disaggregates our revenues by major product line for the three and nine months ended September 30, 2021 and 2020: Three months ended September 30, 2021 Nine months ended September 30, 2021 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 430 $ — $ 430 $ 1,259 $ — $ 1,259 Color Pigments — 74 74 — 222 222 Functional Additives — 29 29 — 100 100 Timber Treatment — 24 24 — 87 87 Water Treatment 1 — — — — 9 9 Total Revenues $ 430 $ 127 $ 557 $ 1,259 $ 418 $ 1,677 Three months ended September 30, 2020 Nine months ended September 30, 2020 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 343 $ — $ 343 $ 1,083 $ — $ 1,083 Color Pigments — 66 66 — 187 187 Functional Additives — 24 24 — 80 80 Timber Treatment — 36 36 — 97 97 Water Treatment 1 — 5 5 — 15 15 Total Revenues $ 343 $ 131 $ 474 $ 1,083 $ 379 $ 1,462 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | Inventories at September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 December 31, 2020 Raw materials and supplies $ 167 $ 137 Work in process 52 51 Finished goods 199 252 Total $ 418 $ 440 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract] | |
Schedule of Financial Information of VIE's | The revenues, income before income taxes and net cash provided by operating activities for our variable interest entities for the three and nine months ended September 30, 2021 and 2020 are as follows: Three months ended Nine months ended 2021 2020 2021 2020 Revenues $ 18 $ 29 $ 67 $ 79 Income before income taxes — 5 5 11 Net cash provided by operating activities 2 5 10 12 |
Restructuring, Impairment, an_2
Restructuring, Impairment, and Plant Closing and Transition Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Accrued Restructuring, Impairment and Plant Closing Costs by Type of Cost and Initiative | As of September 30, 2021 and December 31, 2020, accrued restructuring and plant closing and transition costs by type of cost and year of initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued liabilities as of December 31, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives 1 2 3 2021 charges for 2018 initiatives 1 3 4 2021 charges for 2020 initiatives 8 2 10 2021 payments for 2017 and prior initiatives (2) (2) (4) 2021 payments for 2018 initiatives (2) (3) (5) 2021 payments for 2020 initiatives (1) (2) (3) Foreign currency effect on liability balance (1) (1) (2) Accrued liabilities as of September 30, 2021 $ 22 $ — $ 22 (1) The total workforce reduction reserves of $22 million relate to the termination of 168 positions, of which 18 positions have been terminated but require future payment as of September 30, 2021. (2) Accrued liabilities remaining at September 30, 2021 and December 31, 2020 by year of initiatives were as follows: September 30, 2021 December 31, 2020 2017 initiatives and prior $ 3 $ 4 2018 initiatives 4 5 2020 initiatives 15 10 Total $ 22 $ 19 |
Schedule of Accrued Liabilities by Year of Initiatives | Accrued liabilities remaining at September 30, 2021 and December 31, 2020 by year of initiatives were as follows: September 30, 2021 December 31, 2020 2017 initiatives and prior $ 3 $ 4 2018 initiatives 4 5 2020 initiatives 15 10 Total $ 22 $ 19 |
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 Performance Total Accrued liabilities as of December 31, 2020 $ 18 $ 1 $ 19 2021 charges for 2017 and prior initiatives 3 — 3 2021 charges for 2018 initiatives 4 — 4 2021 charges for 2020 initiatives 10 — 10 2021 payments for 2017 and prior initiatives (4) — (4) 2021 payments for 2018 initiatives (5) — (5) 2021 payments for 2020 initiatives (3) — (3) Foreign currency effect on liability balance (2) — (2) Accrued liabilities as of September 30, 2021 $ 21 $ 1 $ 22 Current portion of restructuring reserves $ 13 $ 1 $ 14 Long-term portion of restructuring reserve $ 8 $ — $ 8 |
Schedule of Cash and Noncash Restructuring Charges by Initiative | Details with respect to major cost type of restructuring charges and other plant closure costs for the three and nine months ended September 30, 2021 and 2020 are provided below: Three months ended Nine months ended 2021 2020 2021 2020 Cash charges $ (4) $ 1 $ 17 $ 11 Impairment of assets — 3 — 3 Accelerated depreciation 2 9 2 11 Other plant closure costs 37 — 41 — Total Restructuring, Impairment and Plant Closing and Transition Costs $ 35 $ 13 $ 60 $ 25 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Outstanding debt, excluding finance leases and net of unamortized discount and issuance costs of $25 million as of September 30, 2021 and December 31, 2020, each, consisted of the following: September 30, 2021 December 31, 2020 Term Loan Facility due August 2024 $ 357 $ 359 Senior Secured Notes due July 2025 216 215 Senior Unsecured Notes due July 2025 372 372 Other — 1 Total debt 945 947 Less: short-term debt and current portion of long-term debt 4 6 Long-term debt $ 941 $ 941 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Basic and diluted earnings per share are determined using the following information: Three months ended Nine months ended 2021 2020 2021 2020 Numerator: Basic and diluted loss from continuing operations: Net loss attributable to Venator Materials PLC ordinary shareholders $ (47) $ (42) $ (91) $ (54) Denominator: Weighted average shares outstanding 107.3 106.7 107.2 106.7 Potential dilutive impact of share-based awards (1) 0.2 — 0.3 — (1) The potentially dilutive impact of share-based awards was excluded from the calculation of net loss per share for the three months and nine months ended September 30, 2021 and 2020 because there is an anti-dilutive effect as we are in net loss positions. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Schedule of Other Comprehensive Income (Loss) | Other accumulated comprehensive (loss) income consisted of the following: Foreign currency translation adjustment (a) Pension and other postretirement benefits adjustments net of tax (b) Accumulated other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2021 $ (19) $ (306) $ (5) $ 1 $ (329) $ — $ (329) Other comprehensive (loss) income before reclassifications, gross (30) — — 9 (21) — (21) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 5 — — 5 — 5 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (30) 5 — 9 (16) — (16) Ending balance, September 30, 2021 $ (49) $ (301) $ (5) $ 10 $ (345) $ — $ (345) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Accumulated other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2020 $ (97) $ (295) $ (5) $ 12 $ (385) $ — $ (385) Other comprehensive income (loss) before reclassifications, gross 29 — — (1) 28 — 28 Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 10 — — 10 — 10 Tax expense — — — — — — — Net current-period other comprehensive income (loss) 29 10 — (1) 38 — 38 Ending balance, September 30, 2020 $ (68) $ (285) $ (5) $ 11 $ (347) $ — $ (347) (a) Amounts are net of tax of nil as of September 30, 2021 and January 1, 2021, each. (b) Amounts are net of tax of $50 million as of September 30, 2021 and January 1, 2021, each. (c) See table below for details about the amounts reclassified from accumulated other comprehensive loss. (d) Amounts are net of tax of nil as of September 30, 2020 and January 1, 2020, each. (e) Amounts are net of tax of $50 million as of September 30, 2020 and January 1, 2020, each. |
Schedule of Details about Reclassifications from Other Comprehensive Loss | Three months ended Nine months ended Affected line item in the statement where net income is presented 2021 2020 2021 2020 Details about Accumulated Other Comprehensive Loss Components (a) : Amortization of pension and other postretirement benefits: Actuarial loss $ 3 $ 3 $ 10 $ 10 Other income Prior service credit — — — — Other income Total before tax 3 3 10 10 Income tax expense — — — — Income tax expense Total reclassifications for the period, net of tax $ 3 $ 3 $ 10 $ 10 (a) Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations. |
Operating Segment Information (
Operating Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segments | The major product groups of each reportable operating segment are as follows: Segment Product Group Titanium Dioxide titanium dioxide Performance Additives functional additives, color pigments, timber treatment and water treatment chemicals (through May 2021) |
Schedule of Segments, Revenues and Adjusted EBITDA | The revenues and adjusted EBITDA for each of the two reportable operating segments are as follows: Three months ended Nine months ended 2021 2020 2021 2020 Revenues: Titanium Dioxide $ 430 $ 343 $ 1,259 $ 1,083 Performance Additives 127 131 418 379 Total $ 557 $ 474 $ 1,677 $ 1,462 Adjusted EBITDA (1) Titanium Dioxide $ 54 $ 21 $ 130 $ 102 Performance Additives 5 5 46 40 59 26 176 142 Corporate and other (11) (9) (36) (31) Total 48 17 140 111 Reconciliation of adjusted EBITDA to net loss: Interest expense (18) (18) (53) (46) Interest income 3 3 9 9 Income tax expense (4) (3) (14) (3) Depreciation and amortization (29) (29) (89) (85) Net income attributable to noncontrolling interests — 3 2 6 Other adjustments: Business acquisition and integration expenses — — — (1) Gain (loss) on disposition of business/assets — 6 (2) 4 Certain legal expenses/settlements (3) — (4) (3) Amortization of pension and postretirement actuarial losses (3) (3) (9) (10) Net plant incident costs (6) (2) (9) (5) Restructuring, impairment and plant closing and transition costs (35) (13) (60) (25) Net loss $ (47) $ (39) $ (89) $ (48) (1) Adjusted EBITDA is defined as net income/loss of Venator before interest expense, interest income, income tax expense/benefit, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses/adjustments; (b) loss/gain on disposition of business/assets; (c) certain legal expenses/settlements; (d) amortization of pension and postretirement actuarial losses/gains; (e) net plant incident costs/credits; and (f) restructuring, impairment, and plant closing and transition costs. |
General, Description of Busin_3
General, Description of Business, Recent Developments and Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2021facilitysegment | |
OPERATING SEGMENT INFORMATION | |
Number of reportable segments | segment | 2 |
Titanium Dioxide | |
OPERATING SEGMENT INFORMATION | |
Number of manufacturing and processing facilities | 7 |
Performance Additives | |
OPERATING SEGMENT INFORMATION | |
Number of manufacturing and processing facilities | 13 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 557 | $ 474 | $ 1,677 | $ 1,462 |
TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 430 | 343 | 1,259 | 1,083 |
Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 74 | 66 | 222 | 187 |
Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29 | 24 | 100 | 80 |
Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24 | 36 | 87 | 97 |
Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 5 | 9 | 15 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 265 | 229 | 810 | 693 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 136 | 131 | 411 | 393 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 110 | 84 | 321 | 270 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 46 | 30 | 135 | 106 |
Titanium Dioxide | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 430 | 343 | 1,259 | 1,083 |
Titanium Dioxide | TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 430 | 343 | 1,259 | 1,083 |
Titanium Dioxide | Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Titanium Dioxide | Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Titanium Dioxide | Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Titanium Dioxide | Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Titanium Dioxide | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 217 | 182 | 647 | 554 |
Titanium Dioxide | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 81 | 70 | 236 | 220 |
Titanium Dioxide | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 90 | 64 | 254 | 212 |
Titanium Dioxide | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 42 | 27 | 122 | 97 |
Performance Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 127 | 131 | 418 | 379 |
Performance Additives | TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Additives | Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 74 | 66 | 222 | 187 |
Performance Additives | Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29 | 24 | 100 | 80 |
Performance Additives | Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24 | 36 | 87 | 97 |
Performance Additives | Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 5 | 9 | 15 |
Performance Additives | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 48 | 47 | 163 | 139 |
Performance Additives | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55 | 61 | 175 | 173 |
Performance Additives | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20 | 20 | 67 | 58 |
Performance Additives | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4 | $ 3 | $ 13 | $ 9 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue payment term | 30 days |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue payment term | 90 days |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 167 | $ 137 | |
Work in process | 52 | 51 | |
Finished goods | 199 | 252 | |
Total | [1] | $ 418 | $ 440 |
[1] | At September 30, 2021 and December 31, 2020, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $4 and $3 of cash and cash equivalents; $5 each of accounts receivable, net; $3 and $2 of inventories; $3 and $4 property, plant and equipment, net; nil and $1 of operating lease right-of-use assets; $6 and $8 of intangible assets, net; $2 each of accounts payable; $2 and $4 of accrued liabilities; nil and $2 of current portion of debt. See "Note 5. Variable Interest Entities." |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities | ||||
Revenues | $ 557 | $ 474 | $ 1,677 | $ 1,462 |
Income before income taxes | (43) | (36) | (75) | (45) |
Net cash provided by operating activities | $ 2 | 0 | ||
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% | |||
Consolidated VIE's | ||||
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities | ||||
Revenues | 18 | 29 | $ 67 | 79 |
Income before income taxes | 0 | 5 | 5 | 11 |
Net cash provided by operating activities | $ 2 | $ 5 | $ 10 | $ 12 |
Restructuring, Impairment, an_3
Restructuring, Impairment, and Plant Closing and Transition Costs - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 39 Months Ended | ||
May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2024 | |
Restructuring, impairment and plant closing costs | ||||||
Proceeds from sale of business/assets | $ 6,000,000 | $ 6,000,000 | ||||
Gain (loss) on disposition of business/assets | (1,000,000) | 6,000,000 | ||||
Plant shut down costs | $ 37,000,000 | $ 0 | 41,000,000 | 0 | ||
Accelerated depreciation | 2,000,000 | 9,000,000 | 2,000,000 | 11,000,000 | ||
Cash charges | (4,000,000) | 1,000,000 | 17,000,000 | 11,000,000 | ||
Performance Additives | ||||||
Restructuring, impairment and plant closing costs | ||||||
Proceeds from sale of businesses | $ 6,000,000 | |||||
Loss on disposal of business | $ 2,000,000 | |||||
Duisburg, Germany | Facility closing | ||||||
Restructuring, impairment and plant closing costs | ||||||
Additional restructuring charges remaining | 5,000,000 | 5,000,000 | ||||
Duisburg, Germany | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Restructuring credit | 5,000,000 | |||||
Restructuring charges | 10,000,000 | |||||
Additional restructuring charges remaining | 3,000,000 | 3,000,000 | ||||
Duisburg, Germany | Facility closing | Performance Additives | ||||||
Restructuring, impairment and plant closing costs | ||||||
Additional restructuring charges remaining | 2,000,000 | 2,000,000 | ||||
South Africa | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Proceeds from sale of business/assets | 6,000,000 | |||||
Gain (loss) on disposition of business/assets | 6,000,000 | |||||
Calais, France | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Restructuring charges | 1,000,000 | 0 | 8,000,000 | 4,000,000 | ||
Additional restructuring charges remaining | 13,000,000 | 13,000,000 | ||||
Plant shut down costs | 1,000,000 | 5,000,000 | ||||
Pori, Finland | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Restructuring charges | 39,000,000 | 10,000,000 | 6,000,000 | 18,000,000 | ||
Additional restructuring charges remaining | 78,000,000 | 78,000,000 | ||||
Plant shut down costs | 36,000,000 | 1,000,000 | 3,000,000 | 5,000,000 | ||
Other restructuring costs | 3,000,000 | |||||
Cash plant shutdown costs | 1,000,000 | |||||
Accelerated depreciation | 2,000,000 | 9,000,000 | 2,000,000 | 11,000,000 | ||
Accrued liabilities | 7,000,000 | 7,000,000 | ||||
Liabilities non current | $ 29,000,000 | 29,000,000 | ||||
Employee benefits | 1,000,000 | 2,000,000 | ||||
Cash charges | 1,000,000 | $ 4,000,000 | 7,000,000 | |||
Other plant closure costs | $ 9,000,000 | $ 11,000,000 | ||||
Pori, Finland | Facility closing | Titanium Dioxide | Forecast | ||||||
Restructuring, impairment and plant closing costs | ||||||
Plant shut down costs | $ 68,000,000 | |||||
Accelerated depreciation | 7,000,000 | |||||
Employee benefits | 1,000,000 | |||||
Cash charges | 69,000,000 | |||||
Other plant closure costs | 9,000,000 | |||||
Write off of other assets | $ 2,000,000 |
Restructuring, Impairment and P
Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Restructuring and Plant Closing and Transition Costs by Type of Cost and Initiative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)position | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | $ 19 |
Foreign currency effect on liability balance | (2) |
Accrued liabilities at the end of the period | 22 |
2017 and prior initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 3 |
Restructuring payments | (4) |
2018 initiatives | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 5 |
Restructuring charges | 4 |
Restructuring payments | (5) |
Accrued liabilities at the end of the period | 4 |
2020 initiatives | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 10 |
Restructuring charges | 10 |
Restructuring payments | (3) |
Accrued liabilities at the end of the period | 15 |
Workforce reductions | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 18 |
Foreign currency effect on liability balance | (1) |
Accrued liabilities at the end of the period | $ 22 |
Number of positions terminated | position | 168 |
Number of positions terminated requiring future payment | position | 18,000,000 |
Workforce reductions | 2017 and prior initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | $ 1 |
Restructuring payments | (2) |
Workforce reductions | 2018 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 1 |
Restructuring payments | (2) |
Workforce reductions | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 8 |
Restructuring payments | (1) |
Other restructuring costs | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 1 |
Foreign currency effect on liability balance | (1) |
Accrued liabilities at the end of the period | 0 |
Other restructuring costs | 2017 and prior initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 2 |
Restructuring payments | (2) |
Other restructuring costs | 2018 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 3 |
Restructuring payments | (3) |
Other restructuring costs | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 2 |
Restructuring payments | $ (2) |
Restructuring, Impairment and_2
Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 22 | $ 19 |
2017 initiatives and prior | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 3 | 4 |
2018 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 4 | 5 |
2020 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 15 | $ 10 |
Restructuring, Impairment and_3
Restructuring, Impairment and Plant Closing and Transition Costs - Reserves for Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions | 9 Months Ended |
Sep. 30, 2021 | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | $ 19 |
Foreign currency effect on liability balance | (2) |
Accrued liabilities at the end of the period | 22 |
Current portion of restructuring reserves | 14 |
Long-term portion of restructuring reserve | 8 |
2017 and prior initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 3 |
Restructuring payments | (4) |
2018 initiatives | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 5 |
Restructuring charges | 4 |
Restructuring payments | (5) |
Accrued liabilities at the end of the period | 4 |
2020 initiatives | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 10 |
Restructuring charges | 10 |
Restructuring payments | (3) |
Accrued liabilities at the end of the period | 15 |
Titanium Dioxide | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 18 |
Foreign currency effect on liability balance | (2) |
Accrued liabilities at the end of the period | 21 |
Current portion of restructuring reserves | 13 |
Long-term portion of restructuring reserve | 8 |
Titanium Dioxide | 2017 and prior initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 3 |
Restructuring payments | (4) |
Titanium Dioxide | 2018 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 4 |
Restructuring payments | (5) |
Titanium Dioxide | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 10 |
Restructuring payments | (3) |
Performance Additives | |
Accrued restructuring costs roll forward | |
Accrued liabilities at the beginning of the period | 1 |
Foreign currency effect on liability balance | 0 |
Accrued liabilities at the end of the period | 1 |
Current portion of restructuring reserves | 1 |
Long-term portion of restructuring reserve | 0 |
Performance Additives | 2017 and prior initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 0 |
Restructuring payments | 0 |
Performance Additives | 2018 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 0 |
Restructuring payments | 0 |
Performance Additives | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 0 |
Restructuring payments | $ 0 |
Restructuring, Impairment, an_4
Restructuring, Impairment, and Plant Closing and Transition Costs - Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | ||||
Cash charges | $ (4) | $ 1 | $ 17 | $ 11 |
Impairment of assets | 0 | 3 | 0 | 3 |
Accelerated depreciation | 2 | 9 | 2 | 11 |
Other plant closure costs | 37 | 0 | 41 | 0 |
Total Restructuring, Impairment and Plant Closing and Transition Costs | $ 35 | $ 13 | $ 60 | $ 25 |
Debt - Narrative (Details)
Debt - Narrative (Details) | May 22, 2020USD ($) | Sep. 30, 2021USD ($) | Oct. 15, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt | ||||
Debt issuance costs | $ 25,000,000 | $ 25,000,000 | ||
Letters of credit | 69,000,000 | |||
Letter of Credit | ||||
Debt | ||||
Unsecured debt | 36,000,000 | |||
Term Loan Facility due August 2024 | ||||
Debt | ||||
Fair value of debt instruments | 360,000,000 | 358,000,000 | ||
Aggregate principal amount | $ 375,000,000 | |||
Maturity term (years) | 7 years | |||
Amortization of line of credit facility as a percentage of principal amount | 1.00% | |||
Term Loan Facility due August 2024 | Federal funds rate | ||||
Debt | ||||
Interest rate basis as a percentage | 0.50% | |||
Term Loan Facility due August 2024 | LIBOR | ||||
Debt | ||||
Interest rate basis as a percentage | 1.00% | |||
Senior Secured Notes due July 2025 | ||||
Debt | ||||
Fair value of debt instruments | $ 251,000,000 | 247,000,000 | ||
Aggregate principal amount | $ 225,000,000 | |||
Redemption price as a percentage | 98.00% | |||
Stated interest rate as a percentage | 9.50% | |||
Senior Secured Notes due July 2025 | Occurrence Certain Change of Control Events | ||||
Debt | ||||
Redemption price as a percentage | 101.00% | |||
Senior Unsecured Notes due July 2025 | ||||
Debt | ||||
Fair value of debt instruments | $ 352,000,000 | 354,000,000 | ||
Stated interest rate as a percentage | 5.75% | |||
Senior Unsecured Notes due July 2025 | Occurrence Certain Change of Control Events | ||||
Debt | ||||
Redemption price as a percentage | 101.00% | |||
ABL facility | ||||
Debt | ||||
Maturity term (years) | 5 years | |||
Maximum borrowing capacity commitment | $ 350,000,000 | |||
Minimum fixed charge coverage ratio | 1 | |||
Letters of credit | $ 33,000,000 | |||
ABL facility | Subsequent Event | ||||
Debt | ||||
Maximum borrowing capacity commitment | $ 330,000,000 | |||
Extension option available, days prior to maturity date | 91 days | |||
Amount in excess | $ 75,000,000 | |||
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% | |||
ABL facility | Line of Credit | ||||
Debt | ||||
Aggregate principal outstanding | $ 0 | $ 0 | ||
Senior Credit Facilities | ||||
Debt | ||||
Aggregate principal amount | $ 725,000,000 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt | ||
Total debt | $ 945 | $ 947 |
Less: short-term debt and current portion of long-term debt | 4 | 6 |
Long-term debt | 941 | 941 |
Term Loan Facility due August 2024 | ||
Debt | ||
Total debt | 357 | 359 |
Senior Secured Notes due July 2025 | ||
Debt | ||
Total debt | 216 | 215 |
Senior Unsecured Notes due July 2025 | ||
Debt | ||
Total debt | 372 | 372 |
Other | ||
Debt | ||
Total debt | $ 0 | $ 1 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2019USD ($)derivative_instrument | Aug. 31, 2019EUR (€)derivative_instrument | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||
Hedging instruments gain (loss) | $ 5,000,000 | $ (10,000,000) | $ 9,000,000 | $ (1,000,000) | |||
Cross currency interest rate contracts | Designated as Hedges | |||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||
Number of derivative instruments held | derivative_instrument | 3 | 3 | |||||
Notional amount of hedged item | $ 200,000,000 | ||||||
Fixed interest rate of hedged item | 5.75% | 5.75% | |||||
Notional amount of derivative | € | € 181,000,000 | ||||||
Weighted average interest rate | 3.73% | 3.73% | |||||
Hedging instruments gain (loss) | 9,000,000 | $ (1,000,000) | |||||
Cross currency interest rate contracts | Designated as Hedges | Other Noncurrent Liabilities | |||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||
Fair value of the hedged liability | 4,000,000 | 4,000,000 | $ 14,000,000 | ||||
Forward foreign currency contracts | Not Designated as Hedges | |||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||
Notional amount of derivative | $ 82,000,000 | $ 82,000,000 | $ 77,000,000 | ||||
Maturity period of spot or forward exchange rate contracts | 1 month |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax | ||||||
Income tax expense | $ 4 | $ 3 | $ 14 | $ 3 | ||
Accounts payable to affiliates | 21 | 21 | $ 22 | |||
United States | ||||||
Income Tax | ||||||
Aggregate income tax provision | $ 30 | |||||
Total liability | 20 | 20 | 20 | |||
Accounts payable to affiliates | $ 3 | $ 3 | $ 3 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic and diluted loss from continuing operations: | ||||
Net loss attributable to Venator Materials PLC ordinary shareholders, Basic | $ (47) | $ (42) | $ (91) | $ (54) |
Net loss attributable to Venator Materials PLC ordinary shareholders, Diluted | $ (47) | $ (42) | $ (91) | $ (54) |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 107,300 | 106,700 | 107,200 | 106,700 |
Weighted average shares outstanding, diluted (in shares) | 107,300 | 106,700 | 107,200 | 106,700 |
Potential dilutive impact of share-based awards (in shares) | 200 | 0 | 300 | 0 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Compensation Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computations of earnings per share (in shares) | 3 | 4 | 3 | 4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions, $ in Millions | Apr. 17, 2020EUR (€) | Jun. 17, 2019USD ($) | May 14, 2019USD ($) | Jul. 14, 2018USD ($) | Sep. 30, 2021USD ($)claimmonthmetricTons | Sep. 30, 2021EUR (€)month | Dec. 31, 2015 | Dec. 19, 2018EUR (€) |
Tronox Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Gain contingency | $ 75 | |||||||
Affirmative defenses and counterclaims value | $ 400 | |||||||
Neste Engineering Services Arbitration | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency accrual | $ 17 | € 14 | ||||||
Calais Pipeline Matter | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of pending claims | claim | 2 | |||||||
Calais Pipeline Matter | The Region Hauts-de-France | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | $ 14 | € 12 | ||||||
Gasum Arbitration | Skangass Oy (Gasum LNG Oy) | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages sought | € 27 | $ 32 | ||||||
Scarlino Gypsum Dispoal | ||||||||
Loss Contingencies [Line Items] | ||||||||
Annual capacity | metricTons | 80,000 | |||||||
Global nameplate capacity | 13.00% | |||||||
Tronox Limited | ||||||||
Loss Contingencies [Line Items] | ||||||||
Break fee | $ 75 | |||||||
Skangass Oy (Gasum LNG Oy) | ||||||||
Loss Contingencies [Line Items] | ||||||||
Supply agreement original term (years) | 10 years | |||||||
Supply agreement, number of months notice required for termination | month | 12 | 12 |
Environmental, Health and Saf_2
Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Site Contingency [Line Items] | |||
Capital expenditures for EHS matters | $ 12 | $ 9 | |
Environmental reserves | 14 | $ 8 | |
Harrisburg Remediation | |||
Site Contingency [Line Items] | |||
Environmental reserves | $ 2 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | $ 588,000,000 | $ 597,000,000 | $ 624,000,000 | $ 664,000,000 | $ 659,000,000 | $ 673,000,000 | $ 624,000,000 | $ 673,000,000 | ||
Other comprehensive (loss) income before reclassifications, gross | (21,000,000) | 28,000,000 | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 5,000,000 | 10,000,000 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | (21,000,000) | 12,000,000 | (7,000,000) | 39,000,000 | 22,000,000 | (23,000,000) | (16,000,000) | 38,000,000 | ||
Balance at the end of the period | 521,000,000 | 588,000,000 | 597,000,000 | 663,000,000 | 664,000,000 | 659,000,000 | 521,000,000 | 663,000,000 | ||
Foreign currency translation adjustment | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | (19,000,000) | (97,000,000) | (19,000,000) | (97,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | (30,000,000) | 29,000,000 | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | (30,000,000) | 29,000,000 | ||||||||
Balance at the end of the period | (49,000,000) | (68,000,000) | (49,000,000) | (68,000,000) | ||||||
AOCI tax | 0 | 0 | 0 | 0 | $ 0 | $ 0 | ||||
Pension and other postretirement benefits adjustments net of tax | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | (306,000,000) | (295,000,000) | (306,000,000) | (295,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 5,000,000 | 10,000,000 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 5,000,000 | 10,000,000 | ||||||||
Balance at the end of the period | (301,000,000) | (285,000,000) | (301,000,000) | (285,000,000) | ||||||
AOCI tax | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
Accumulated other comprehensive income of unconsolidated affiliates | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | (5,000,000) | (5,000,000) | (5,000,000) | (5,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 0 | 0 | ||||||||
Balance at the end of the period | (5,000,000) | (5,000,000) | (5,000,000) | (5,000,000) | ||||||
Hedging instruments | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | 1,000,000 | 12,000,000 | 1,000,000 | 12,000,000 | ||||||
Other comprehensive (loss) income before reclassifications, gross | 9,000,000 | (1,000,000) | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 9,000,000 | (1,000,000) | ||||||||
Balance at the end of the period | 10,000,000 | 11,000,000 | 10,000,000 | 11,000,000 | ||||||
Total | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | (329,000,000) | (385,000,000) | (329,000,000) | (385,000,000) | ||||||
Other comprehensive (loss) income before reclassifications, gross | (21,000,000) | 28,000,000 | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 5,000,000 | 10,000,000 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | (16,000,000) | 38,000,000 | ||||||||
Balance at the end of the period | (345,000,000) | (347,000,000) | (345,000,000) | (347,000,000) | ||||||
Amounts attributable to noncontrolling interests | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | 0 | 0 | 0 | 0 | ||||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 0 | 0 | ||||||||
Tax expense | 0 | 0 | ||||||||
Total other comprehensive (loss) income, net of tax | 0 | 0 | ||||||||
Balance at the end of the period | 0 | 0 | 0 | 0 | ||||||
Amounts attributable to Venator | ||||||||||
Components of other comprehensive income | ||||||||||
Balance at the beginning of the period | (324,000,000) | (336,000,000) | (329,000,000) | (386,000,000) | (408,000,000) | (385,000,000) | (329,000,000) | (385,000,000) | ||
Total other comprehensive (loss) income, net of tax | (21,000,000) | 12,000,000 | (7,000,000) | 39,000,000 | 22,000,000 | (23,000,000) | ||||
Balance at the end of the period | $ (345,000,000) | $ (324,000,000) | $ (336,000,000) | $ (347,000,000) | $ (386,000,000) | $ (408,000,000) | $ (345,000,000) | $ (347,000,000) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reclassification from accumulated other comprehensive loss | ||||||||
Amortization of pension and other postretirement benefits: | $ 3 | $ 5 | $ 10 | $ 12 | ||||
Total before tax | (43) | (36) | (75) | (45) | ||||
Income tax expense | (4) | (3) | (14) | (3) | ||||
Total reclassifications for the period, net of tax | (47) | $ (22) | $ (20) | (39) | $ (17) | $ 8 | (89) | (48) |
Reclassification out of Accumulated Other Comprehensive Income | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Income tax expense | 0 | 0 | 0 | 0 | ||||
Total reclassifications for the period, net of tax | 3 | 3 | 10 | 10 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Pension and other postretirement benefits adjustments net of tax | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Total before tax | 3 | 3 | 10 | 10 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Actuarial loss | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Amortization of pension and other postretirement benefits: | 3 | 3 | 10 | 10 | ||||
Reclassification out of Accumulated Other Comprehensive Income | Prior service credit | ||||||||
Reclassification from accumulated other comprehensive loss | ||||||||
Amortization of pension and other postretirement benefits: | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Segment Information_2
Operating Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
OPERATING SEGMENT INFORMATION | ||||||||
Number of reportable segments | segment | 2 | |||||||
Revenues: | ||||||||
Revenues | $ 557 | $ 474 | $ 1,677 | $ 1,462 | ||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 48 | 17 | 140 | 111 | ||||
Reconciliation of adjusted EBITDA to net loss: | ||||||||
Interest expense | (18) | (18) | (53) | (46) | ||||
Interest income | 3 | 3 | 9 | 9 | ||||
Income tax expense | (4) | (3) | (14) | (3) | ||||
Depreciation and amortization | (29) | (29) | (89) | (85) | ||||
Net income attributable to noncontrolling interests | 0 | 3 | 2 | 6 | ||||
Other adjustments: | ||||||||
Business acquisition and integration expenses | 0 | 0 | 0 | (1) | ||||
Gain (loss) on disposition of business/assets | 0 | 6 | (2) | 4 | ||||
Certain legal expenses/settlements | (3) | 0 | (4) | (3) | ||||
Amortization of pension and postretirement actuarial losses | (3) | (3) | (9) | (10) | ||||
Net plant incident costs | (6) | (2) | (9) | (5) | ||||
Restructuring, impairment and plant closing and transition costs | (35) | (13) | (60) | (25) | ||||
Net loss | (47) | $ (22) | $ (20) | (39) | $ (17) | $ 8 | (89) | (48) |
Titanium Dioxide | ||||||||
Revenues: | ||||||||
Revenues | 430 | 343 | 1,259 | 1,083 | ||||
Performance Additives | ||||||||
Revenues: | ||||||||
Revenues | 127 | 131 | 418 | 379 | ||||
Operating segments | ||||||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 59 | 26 | 176 | 142 | ||||
Operating segments | Titanium Dioxide | ||||||||
Revenues: | ||||||||
Revenues | 430 | 343 | 1,259 | 1,083 | ||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 54 | 21 | 130 | 102 | ||||
Operating segments | Performance Additives | ||||||||
Revenues: | ||||||||
Revenues | 127 | 131 | 418 | 379 | ||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | 5 | 5 | 46 | 40 | ||||
Corporate and other | ||||||||
Segment Adjusted EBITDA | ||||||||
Segment adjusted EBITDA | $ (11) | $ (9) | $ (36) | $ (31) |