Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | 6-K |
Document Period End Date | Jun. 30, 2022 |
Entity Registrant Name | Venator Materials PLC |
Entity Central Index Key | 0001705682 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | [1] | $ 109 | $ 156 |
Accounts receivable (net of allowance for doubtful accounts of $4 and $5, respectively) | [1] | 445 | 363 |
Accounts receivable from affiliates | 28 | 8 | |
Inventories | [1] | 551 | 478 |
Prepaid expenses | 20 | 23 | |
Other current assets | 67 | 61 | |
Total current assets | 1,220 | 1,089 | |
Property, plant and equipment, net | [1] | 767 | 848 |
Operating lease right-of-use assets, net | [1] | 26 | 30 |
Intangible assets, net | [1] | 4 | 11 |
Investment in unconsolidated affiliates | 107 | 101 | |
Deferred income taxes | 65 | 77 | |
Other noncurrent assets | 198 | 208 | |
Total assets | 2,387 | 2,364 | |
Current liabilities: | |||
Accounts payable | [1] | 401 | 360 |
Accounts payable to affiliates | 23 | 17 | |
Accrued liabilities | [1] | 120 | 125 |
Current operating lease liability | 5 | 6 | |
Current portion of debt | [1] | 5 | 5 |
Total current liabilities | 554 | 513 | |
Long-term debt | 948 | 949 | |
Operating lease liability | 24 | 28 | |
Other noncurrent liabilities | 263 | 285 | |
Noncurrent payable to affiliates | 21 | 21 | |
Total liabilities | 1,810 | 1,796 | |
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 | 1,340 | 1,337 | |
Accumulated deficit | (370) | (460) | |
Accumulated other comprehensive loss | (398) | (314) | |
Total Venator Materials PLC shareholders' equity | 572 | 563 | |
Noncontrolling interest in subsidiaries | 5 | 5 | |
Total equity | 577 | 568 | |
Total liabilities and equity | $ 2,387 | $ 2,364 | |
[1]At June 30, 2022 and December 31, 2021, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 and $4 of cash and cash equivalents; $10 and $7 of accounts receivable, net; $3 and $2 of inventories; $3 each of property, plant and equipment, net; $4 and $5 of intangible assets, net; $4 and $3 of accounts payable; $1 and $3 of accrued liabilities. See "Note 5. Variable Interest Entities." |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | |
Accounts receivable, allowance for doubtful accounts | $ 4 | ||
Ordinary shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Ordinary shares, authorized (in shares) | 200 | 200 | |
Ordinary shares, issued (in shares) | 107 | 107 | |
Ordinary shares, outstanding (in shares) | 107 | 107 | |
Cash and cash equivalents | [1] | $ 109 | $ 156 |
Accounts receivable, net | [1] | 445 | 363 |
Inventories | [1] | 551 | 478 |
Property, plant and equipment, net | [1] | 767 | 848 |
Intangible assets, net | [1] | 4 | 11 |
Accounts payable | [1] | 401 | 360 |
Accrued liabilities | [1] | 120 | 125 |
Consolidated VIE's | |||
Cash and cash equivalents | 5 | 4 | |
Accounts receivable, net | 10 | 7 | |
Inventories | 3 | 2 | |
Property, plant and equipment, net | 3 | 3 | |
Intangible assets, net | 4 | 5 | |
Accounts payable | 4 | 3 | |
Accrued liabilities | $ 1 | $ 3 | |
[1]At June 30, 2022 and December 31, 2021, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 and $4 of cash and cash equivalents; $10 and $7 of accounts receivable, net; $3 and $2 of inventories; $3 each of property, plant and equipment, net; $4 and $5 of intangible assets, net; $4 and $3 of accounts payable; $1 and $3 of accrued liabilities. See "Note 5. Variable Interest Entities." |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Trade sales, services and fees, net | $ 642 | $ 567 | $ 1,301 | $ 1,120 |
Cost of goods sold | 573 | 518 | 1,169 | 1,018 |
Operating expenses: | ||||
Selling, general and administrative | 37 | 40 | 76 | 79 |
Restructuring, impairment, and plant closing and transition costs | 5 | 11 | 16 | 25 |
Other operating (income) expense, net | (7) | 3 | (4) | 8 |
Total operating expenses | 35 | 54 | 88 | 112 |
Operating income (loss) | 34 | (5) | 44 | (10) |
Interest expense | (17) | (17) | (35) | (35) |
Interest income | 4 | 3 | 7 | 6 |
Other income, net | 88 | 2 | 91 | 7 |
Income (loss) before income taxes | 109 | (17) | 107 | (32) |
Income tax expense | (14) | (5) | (14) | (10) |
Net income (loss) | 95 | (22) | 93 | (42) |
Net income attributable to noncontrolling interests | (2) | (1) | (3) | (2) |
Net income (loss) attributable to Venator | $ 93 | $ (23) | $ 90 | $ (44) |
Per Share Data: | ||||
Income (loss) attributable to Venator Materials PLC ordinary shareholders, basic (in dollars per share) | $ 0.86 | $ (0.21) | $ 0.83 | $ (0.41) |
Income (loss) attributable to Venator Materials PLC ordinary shareholders, diluted (in dollars per share) | $ 0.86 | $ (0.21) | $ 0.83 | $ (0.41) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 95 | $ (22) | $ 93 | $ (42) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustment | (67) | 10 | (90) | (7) |
Pension and other postretirement benefits adjustments | 1 | 4 | 2 | 8 |
Hedging instruments | 2 | (2) | 2 | 4 |
Adjustments to equity method investments | 0 | 0 | 2 | 0 |
Total other comprehensive (loss) income, net of tax | (64) | 12 | (84) | 5 |
Comprehensive income (loss) | 31 | (10) | 9 | (37) |
Comprehensive income attributable to noncontrolling interest | (2) | (1) | (3) | (2) |
Comprehensive income (loss) attributable to Venator | $ 29 | $ (11) | $ 6 | $ (39) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Subsidiaries |
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 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 income | (42) | |||||
Other comprehensive (loss) income, net of tax | 5 | |||||
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 |
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 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 |
Balance at the beginning of the period (in shares) at Dec. 31, 2021 | 107 | |||||
Balance at the beginning of the period at Dec. 31, 2021 | 568 | $ 0 | 1,337 | (460) | (314) | 5 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | (2) | (3) | 1 | |||
Other comprehensive (loss) income, net of tax | (20) | (20) | ||||
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, 2022 | 107 | |||||
Balance at the end of the period at Mar. 31, 2022 | 546 | $ 0 | 1,338 | (463) | (334) | 5 |
Balance at the beginning of the period (in shares) at Dec. 31, 2021 | 107 | |||||
Balance at the beginning of the period at Dec. 31, 2021 | 568 | $ 0 | 1,337 | (460) | (314) | 5 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 93 | |||||
Other comprehensive (loss) income, net of tax | (84) | |||||
Balance at the end of the period (in shares) at Jun. 30, 2022 | 107 | |||||
Balance at the end of the period at Jun. 30, 2022 | 577 | $ 0 | 1,340 | (370) | (398) | 5 |
Balance at the beginning of the period (in shares) at Mar. 31, 2022 | 107 | |||||
Balance at the beginning of the period at Mar. 31, 2022 | 546 | $ 0 | 1,338 | (463) | (334) | 5 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 95 | 93 | 2 | |||
Other comprehensive (loss) income, net of tax | (64) | (64) | ||||
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, 2022 | 107 | |||||
Balance at the end of the period at Jun. 30, 2022 | $ 577 | $ 0 | $ 1,340 | $ (370) | $ (398) | $ 5 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Activities: | ||
Net income (loss) | $ 93 | $ (42) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 57 | 60 |
Deferred income taxes | 7 | 3 |
Noncash restructuring and impairment charges | 2 | 5 |
Noncash legal settlement | (10) | 0 |
Noncash (gain) loss on foreign currency transactions | (6) | 4 |
Noncash loss on disposal of businesses/assets, net | 0 | 1 |
Other, net | 3 | 5 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (123) | (81) |
Inventories | (104) | 13 |
Prepaid expenses | 2 | 9 |
Other current assets | (7) | 0 |
Other noncurrent assets | (4) | (30) |
Accounts payable | 86 | 45 |
Accrued liabilities | (4) | (2) |
Other noncurrent liabilities | (5) | 5 |
Net cash used in operating activities | (13) | (5) |
Investing Activities: | ||
Capital expenditures | (32) | (27) |
Cash received from unconsolidated affiliates | 26 | 16 |
Investment in unconsolidated affiliates | (30) | (16) |
Proceeds from sale of business/assets | 0 | 6 |
Net cash used in investing activities | (36) | (21) |
Financing Activities: | ||
Net proceeds (repayments) on short-term debt | 3 | (2) |
Repayment of third-party debt | (3) | (2) |
Proceeds from the termination of cross currency swap contracts | 8 | 0 |
Dividends paid to noncontrolling interests | (3) | (3) |
Other financing activities | 0 | (4) |
Net cash provided by (used in) financing activities | 5 | (11) |
Effect of exchange rate changes on cash | (3) | (1) |
Net change in cash and cash equivalents | (47) | (38) |
Cash and cash equivalents at beginning of period | 156 | 220 |
Cash and cash equivalents at end of period | 109 | 182 |
Supplemental cash flow information: | ||
Cash paid for interest excluding hedging activity | 30 | 31 |
Cash paid for income taxes | 4 | 4 |
Supplemental disclosure of noncash activities: | ||
Capital expenditures included in accounts payable as of June 30, 2022 and 2021, respectively. | $ 7 | $ 20 |
Description of Business, Basis
Description of Business, Basis of Presentation, and Recent Developments | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Basis of Presentation, and Recent Developments | Note 1. Description of Business, Basis of Presentation, and Recent Developments 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. The Performance Additives segment manufactures and sells functional additives, color pigments, and timber treatment chemicals. 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 income (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 20-F for the year ended December 31, 2021 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 in tabulations, except per share amounts, are in millions unless otherwise indicated. COVID-19 and Global Economic Conditions Beginning in 2020, our business and operating results have been impacted by the COVID-19 pandemic. 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 during 2020 which continued through the first half of 2021. While all of our businesses have subsequently returned to pre-pandemic levels of demand, we continue to experience impacts on supply chains, particularly in the APAC region, where new lockdowns have recently been implemented. We have also experienced increases in costs of energy, raw materials and shipping across our businesses, partly as a result of these supply chain impacts and other global inflationary factors. We expect supply chain challenges and cost inflation to continue in the near term and we continue to proactively manage our supplier network by maintaining close contact with existing suppliers and seeking alternative supply arrangements. The duration and extent to which continued impacts from the COVID-19 pandemic, including supply chain issues and the current inflationary environment, will impact our businesses and financial results in future periods remains uncertain and will depend on a variety of other factors beyond our control. Any potential resurgence of COVID-19, including from new or existing variants, and the responses of governments to such resurgences could significantly impact demand, supply chains, and the broader global economy. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2022 | |
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. These ASUs were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. Currently our Term Loan Facility references LIBOR-based rates. Our credit facilities either contain, or will contain, provisions specifying alternative interest rate calculations to be employed when LIBOR ceases to be available as a benchmark. We do not expect a significant impact to our operating results, financial position or cash flows from the transition from LIBOR to alternative reference interest rates, but we will continue to monitor the impact of this transition until it is completed. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021: Three months ended June 30, 2022 Six months ended June 30, 2022 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 236 $ 52 $ 288 $ 500 $ 109 $ 609 North America 105 76 181 201 141 342 Asia 98 24 122 200 46 246 Other 47 4 51 95 9 104 Total Revenues $ 486 $ 156 $ 642 $ 996 $ 305 $ 1,301 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 216 $ 61 $ 277 $ 430 $ 115 $ 545 North America 81 63 144 155 120 275 Asia 81 24 105 164 47 211 Other 37 4 41 80 9 89 Total Revenues $ 415 $ 152 $ 567 $ 829 $ 291 $ 1,120 The following table disaggregates our revenues by major product line for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, 2022 For the Six Months Ended June 30, 2022 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 486 $ — $ 486 $ 996 $ — $ 996 Color Pigments — 86 86 — 165 165 Functional Additives — 35 35 — 73 73 Timber Treatment — 35 35 — 67 67 Total Revenues $ 486 $ 156 $ 642 $ 996 $ 305 $ 1,301 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Titanium Dioxide Performance Additives Total - Performance Additives Total TiO 2 $ 415 $ — $ 415 $ 829 $ — $ 829 Color Pigments — 81 81 — 148 148 Functional Additives — 35 35 — 71 71 Timber Treatment — 32 32 — 63 63 Water Treatment 1 — 4 4 — 9 9 Total Revenues $ 415 $ 152 $ 567 $ 829 $ 291 $ 1,120 1 Water treatment business was sold in May 2021. The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which may contain variable consideration such as discounts or rebates. We also give our customers a limited right to return products that have been damaged, do not satisfy their specifications, or for other specific reasons. Payment terms on product sales to our customers typically range from 30 days to 90 days. Although certain exceptions exist where standard payment terms are exceeded, these instances are infrequent and do not exceed one year. Discounts are allowed for some customers for early payment or if certain volume commitments are met. As our standard payment terms are less than one year, we have elected to not assess whether a contract has a significant financing component. In order to |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 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 June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Raw materials and supplies $ 230 $ 185 Work in process 55 51 Finished goods 266 242 Total $ 551 $ 478 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
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 Lanxess. 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 June 30, 2022, 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 six months ended June 30, 2022 and 2021 are as follows: Three months ended Six months ended 2022 2021 2022 2021 Revenues $ 29 $ 24 $ 55 $ 49 Income before income taxes 3 2 6 4 Net cash provided by operating activities 3 4 7 8 |
Restructuring, Impairment, and
Restructuring, Impairment, and Plant Closing and Transition Costs | 6 Months Ended |
Jun. 30, 2022 | |
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 titanium dioxide manufacturing site. As part of the program, we recorded a restructuring expense of nil for the three and six months ended June 30, 2022. We recorded a restructuring expense of $4 million and $15 million for the three and six months ended June 30, 2021, all of which was related to employee benefits. We expect to incur additional cash charges of approximately $4 million through the end of 2023, all of which relates to employee costs. We expect $3 million of these future costs will relate to the Titanium Dioxide segment and $1 million will relate to the Performance Additives segment. Titanium Dioxide Segment In March 2017, we implemented a plan to close the white-end finishing and packaging operation of our titanium dioxide manufacturing facility at our Calais, France site. The announced plan 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 $2 million for the three and six months ended June 30, 2022, and $6 million and $7 million for the for the three and six months ended June 30, 2021, all of which related to plant shutdown costs. We expect to incur additional cash plant shutdown costs for our Calais, France facility of approximately $8 million through 2024. In September 2018, we implemented a plan to close our Pori, Finland titanium dioxide manufacturing facility. We recorded $3 million of restructuring and plant closing costs for the three months ended June 30, 2022, all of which was restructuring expense related to cash plant shutdown costs. We recorded $12 million of restructuring and plant closing costs for the six months ended June 30, 2022, of which approximately $8 million was restructuring expense related to the plan and $4 million was non-restructuring plant shutdown expenses. Restructuring expense for the six months ended June 30, 2022 was comprised of $6 million related to cash plant shutdown costs and $2 million related to accelerated depreciation. We recorded restructuring expense related to our Pori, Finland manufacturing facility of $1 million for the three months ended June 30, 2021, related to cash plant shutdown costs. We recorded cash restructuring expense of $3 million for the six months ended June 30, 2021, of which $1 million related to other employee costs and $2 million related to plant shutdown costs. We expect to incur additional charges related to our Pori facility of approximately $31 million through the end of 2024, of which $1 million relates to accelerated depreciation, $26 million relates to plant shut down costs, $2 million relates to other employee costs and $2 million relates to the write off of other assets. Future charges consist of $3 million of noncash costs and $28 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 which is included in Other income in our unaudited condensed consolidated statements of operations. Accrued Restructuring Costs As of June 30, 2022 and December 31, 2021, current and non-current accrued restructuring costs by type of cost and year of initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued restructuring costs as of December 31, 2021 $ 22 $ — $ 22 2022 charges for 2018 and prior initiatives 1 7 8 2022 charges for 2019 initiatives 2 — 2 2022 payments for 2018 and prior initiatives (1) (7) (8) 2022 payments for 2019 initiatives (1) — (1) 2022 payments for 2020 initiatives (11) — (11) Foreign currency effect on liability balance (1) — (1) Accrued restructuring costs as of June 30, 2022 $ 11 $ — $ 11 (1) The total workforce reduction reserves of $11 million relate to the termination of 99 positions, of which 37 positions have been terminated but require future payment as of June 30, 2022. (2) Accrued liabilities remaining at June 30, 2022 and December 31, 2021 by year of initiatives were as follows: June 30, 2022 December 31, 2021 2018 initiatives and prior $ 7 $ 8 2019 initiatives 1 — 2020 initiatives 3 14 Total $ 11 $ 22 Details with respect to our reserves for restructuring are provided below by segment and initiative: Titanium Performance Total Accrued restructuring costs as of December 31, 2021 $ 21 $ 1 $ 22 2022 charges for 2018 and prior initiatives 8 — 8 2022 charges for 2019 initiatives 1 1 2 2022 payments for 2018 and prior initiatives (8) — (8) 2022 payments for 2019 initiatives — (1) (1) 2022 payments for 2020 initiatives (11) — (11) Foreign currency effect on liability balance (1) — (1) Accrued restructuring costs as of June 30, 2022 $ 10 $ 1 $ 11 Current portion of restructuring reserves $ 6 $ 1 $ 7 Long-term portion of restructuring reserves $ 4 $ — $ 4 Restructuring, Impairment and Plant Closing and Transition Costs Details with respect to restructuring, impairment and plant closing and transition costs for the three and six months ended June 30, 2022 and 2021 are provided below: Three months ended Six months ended 2022 2021 2022 2021 Cash restructuring charges $ 5 $ 6 $ 10 $ 20 Accelerated depreciation — — 2 — Other plant closure costs — 5 4 5 Total Restructuring, Impairment and Plant Closing and Transition Costs $ 5 $ 11 $ 16 $ 25 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Outstanding debt, excluding finance leases and remaining unamortized discount and issuance costs of $12 million and $14 million as of June 30, 2022 and December 31, 2021, respectively, consisted of the following: June 30, 2022 December 31, 2021 Term Loan Facility due August 2024 $ 355 $ 356 Senior Secured Notes due July 2025 218 217 Senior Unsecured Notes due July 2025 373 372 Other — 1 Total debt 946 946 Less: short-term debt and current portion of long-term debt 4 4 Long-term debt $ 942 $ 942 The estimated fair value of the Term Loan Facility was $341 million and $359 million as of June 30, 2022 and December 31, 2021, respectively. The estimated fair value of the Senior Secured Notes was $225 million and $247 million as of June 30, 2022 and December 31, 2021, respectively. The estimated fair value of the Senior Unsecured Notes was $292 million and $362 million as of June 30, 2022 and December 31, 2021, 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 June 30, 2022 and December 31, 2021, each. Senior Credit Facilities Our Senior Credit Facilities provide for first lien senior secured financing of up to $705 million, consisting of: • the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity date of August 2024; and • the ABL Facility in an aggregate principal amount of up to $330 million, with a maturity of October 15, 2026, or if earlier, 91 days prior to maturity of any indebtedness in an amount in excess of $75 million. 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 under the ABL Facility is subject to a borrowing base calculation comprising both accounts receivable and inventory in the U.S., Canada, the U.K. and Germany and only accounts receivable in France and Spain. Thus, the base calculation may fluctuate from time to time and may be further impacted by the lenders’ discretionary ability to impose reserves and availability blocks that might otherwise incrementally increase or decrease borrowing availability. The borrowing base calculation as of June 30, 2022 is approximately $278 million, of which $232 million is available to be drawn as a result of approximately $46 million of letters of credit issued and outstanding as well as a portion of the borrowing base reserved for $45 million of letters of credit available to be issued by one of our lenders, of which approximately $40 million has been utilized at June 30, 2022. Borrowings under the Term Loan Facility bear interest at a rate equal to, at Venator’s option, either (a) a LIBOR based rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs subject to an interest rate floor to be agreed or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case plus an applicable margin to be agreed upon. Borrowings under the ABL Facility bear interest at a variable rate equal to an applicable margin based on the applicable quarterly average excess availability under the ABL Facility plus either a LIBOR or a base rate. The applicable margin percentage is calculated and established once every three calendar months and varies from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the ABL Facility for the immediately preceding three-month period. The Senior Credit Facilities contain covenants that are usual and customary for facilities of this type, including events of default and financial, affirmative and negative covenants. In addition, the ABL Facility contains a springing financial covenant that requires the Company and its restricted subsidiaries to maintain a consolidated fixed charge coverage ratio of at least 1:1 for certain periods of time, if borrowing availability is less than a specified threshold. The Senior Credit Facilities contain customary change of control provisions, the breach of which entitle the lenders to take various actions, including the acceleration of amounts due under the facility. Senior Secured Notes On May 22, 2020, we completed an offering of $225 million in aggregate principal amount of senior secured notes (the "Senior Secured Notes") due on July 1, 2025 at 98% of their face value. The Senior Secured Notes are obligations of our wholly owned subsidiaries, Venator Finance S.à r.l. and Venator Materials LLC (the "Issuers") and bear interest of 9.5% per year payable semi-annually in arrears. The Senior Secured Notes are guaranteed on a senior secured basis by Venator and each of Venator's restricted subsidiaries (other than the Issuers and certain other excluded subsidiaries) that is a guarantor under Venator's Term Loan Facility and ABL Facility. The Senior Secured Notes are secured on a first-priority basis by liens on all of the assets that secure the Term Loan Facility on a first-priority basis and are secured on a second-priority basis in all inventory, accounts receivable, deposit accounts, securities accounts, certain related assets and other current assets that secure the ABL Facility on a first-priority basis and the Term Loan Facility on a second-priority basis, in each case, other than certain excluded assets. The Senior Secured Notes contain covenants that are usual and customary for facilities of this type, including events of default and financial, affirmative and negative covenants. Upon the occurrence of certain change of control events, holders of the Venator Senior Secured Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Secured Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Senior Unsecured Notes Our Senior Unsecured Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Unsecured Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into certain sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, or 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 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 June 30, 2022 we had $93 million of issued and outstanding letters of credit and bank guarantees to third parties. Of this amount, $10 million were issued by various banks on an unsecured basis with the remaining $83 million issued from our secured ABL Facility. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 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% was payable. The cross-currency swaps were designated as cash flow hedges of a fixed rate U.S. Dollar intercompany loan and the economic effect was to eliminate uncertainty on the U.S. Dollar cash flows. In May 2022, we terminated the three cross-currency interest rate swaps entered into in 2019, resulting in cash proceeds of $8 million. Concurrently, we entered into three new cross-currency interest rate swaps which notionally exchanged $200 million at a fixed rate of 5.75% for €188 million on which a weighted average rate of 4.11% is payable. The cross-currency swaps have been designated as fair value hedges of a fixed rate U.S. Dollar intercompany loan. The cross-currency swaps are set to mature in July 2025, which is the best estimate of the repayment date on the intercompany loan. We formally assessed the hedging relationship at the inception of the fair value hedge in order to determine whether the derivatives that are used in the hedging transactions are highly effective in offsetting changes in fair value attributable to the hedged item and we will continue to assess the relationship on an ongoing basis. We use the spot method to measure effectiveness of our cross-currency swap agreement, comparing the quarterly change in the spot exchange rates on the USD notional amount underlying the cross-currency swap designated hereunder and the quarterly change in spot exchange rates on the USD debt. Fair value changes attributable to the change in spot foreign currency rates are recognized in foreign exchange gain (loss), and reported in Other operating expense (income) in our condensed consolidated statement of operations, along with the offsetting gains and losses of the related hedged item. We have elected to exclude the forward interest rate differential from the assessment of hedge effectiveness in the fair value hedge and account for it as an excluded component. The changes in fair value of the excluded component of the cross-currency swap is recorded in Other comprehensive income (loss). The fair value of these hedges were assets of $2 million and liabilities of $1 million at June 30, 2022 and December 31, 2021, and are recorded as other noncurrent assets and other noncurrent liabilities on our unaudited condensed consolidated balance sheets, respectively. We estimate the fair values of our cross-currency swaps by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, credit default swap rates and cross-currency basis swap spreads. The cross-currency swap has been classified as Level 2 because the fair value is based upon observable market-based inputs or unobservable inputs that are corroborated by market data. For the six months ended June 30, 2022 and 2021, the change in accumulated other comprehensive loss associated with hedging activities was a gain of $2 million and $4 million, respectively. As of June 30, 2022, accumulated other comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions. We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We continually monitor our position and the credit rating of our counterparties, and we do not anticipate nonperformance by the counterparties. Forward Currency Contracts Not Designated as Hedges We transact business in various foreign currencies and we enter into currency forward contracts to offset the risks associated with foreign currency exposure. At June 30, 2022 and December 31, 2021, we had $87 million and $68 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 $14 million and $5 million for the three months ended June 30, 2022 and 2021, respectively and $14 million and $10 million for the six months ended June 30, 2022 and 2021, respectively. Our tax expense is significantly affected by the mix of income and losses in tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For U.S. federal income tax purposes Huntsman recognized a gain as a result of the IPO and the separation to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses was increased. Pursuant to the tax matters agreement entered into at the time of the separation, we are required to make a future payment to Huntsman for any actual U.S. federal income tax savings we recognize as a result of any such basis increase for tax years through December 31, 2028. For the year ended December 31, 2019, we estimated that the aggregate future payments required by this provision were expected to be approximately $30 million and we recognized a noncurrent liability for this amount as of December 31, 2019. Due to a decrease in the expectation of future payments as a result of the Internal Revenue Code Section 382 change of control limitation, resulting from SK Capital's acquisition of Venator shares during 2020, our total liability as of June 30, 2022 and December 31, 2021 was $21 million. Any subsequent adjustment asserted by U.S. taxing authorities could change the amount of gain recognized with a corresponding basis and liability adjustment for us under the tax matters agreement. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 Six months ended 2022 2021 2022 2021 Numerator: Basic and diluted loss from continuing operations: Net income (loss) attributable to Venator Materials PLC ordinary shareholders $ 93 $ (23) $ 90 $ (44) Denominator: Weighted average shares outstanding 107.9 107.3 107.8 107.2 Potential dilutive impact of share-based awards (1) — 0.8 — 0.5 (1) The potentially dilutive impact of share-based awards was excluded from the calculation of net income (loss) per share for the three and six months ended June 30, 2021 because there is an anti-dilutive effect as we are in net loss positions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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 statements. 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, alleged 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. In the first quarter of 2022, Venator, Huntsman and other defendants settled these state court cases with the plaintiffs for an amount not material to Venator’s financial statements. 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 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 claims plaintiffs did replead. The Company has entered into definitive documentation with the plaintiffs to settle this matter, which has been preliminarily approved by the court and regarding which notices have now been sent to relevant shareholders. The settlement remains subject to final court approval. All of the Company’s payment obligations under the proposed settlement as currently structured will be covered by insurance, except for an amount not material to Venator's financial statements which was made during the second quarter of 2022. 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. 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 sought a judgment for $75 million, plus pre- and post-judgment interest, and reasonable attorneys' fees and costs. On April 6, 2022, the Superior Court granted judgment as a matter of law in Venator’s favor for $75 million plus interest, and rejected Tronox’s counterclaim for damages. On April 18, 2022, we and Tronox entered into a settlement agreement and release pursuant to which each party agreed to settle and release its claims against the other party in the Delaware Superior Court and pursuant to which Tronox agreed to pay Venator $85 million, which payment was made on April 25, 2022, and recorded to Other income, net in our unaudited condensed consolidated statement of operations. Neste Engineering Services Matter We were party to an arbitration proceeding initiated by Neste Engineering Services Oy (“NES”) on December 19, 2018 for payment of invoices allegedly due of approximately $16 million at June 30, 2022, in connection with the delivery of services by NES to the Company in respect of the Pori site rebuild project. A settlement agreement regarding all claims and the counterclaim in the arbitration, without admission of liability by either party, was reached on July 3, 2022, pursuant to which NES’s outstanding invoices allegedly due, for which we previously accrued, are deemed to have been discharged in full and NES was required to make a payment to Venator of approximately $13 million in connection with Venator’s counterclaim. Payment was received on July 14, 2022. We recognized $10 million of income in Other operating (income) expense on our unaudited condensed consolidated statement of operations as a result of the settlement with NES during the second quarter of 2022 and we recognized a further approximately $13 million in the third quarter of 2022 upon receipt of the payment from NES. Calais Pipeline Matter The Region Hauts-de-France (the “Region”) issued two duplicate title perception demands against us requiring repayment of €12 million, or $13 million at June 30, 2022. 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. On July 19, 2022, the court set aside the second demand and determined the original settlement agreement to be null and void. The judgement does not include a requirement for Venator to make any payments and is subject to appeal by both parties. Therefore, at this stage we are unable to determine the likelihood of an unfavorable outcome and we have not made any accrual with regard to this matter. Scarlino Gypsum Developments Our Scarlino, Italy TiO 2 manufacturing facility generates gypsum as a by-product of the manufacturing process, which has been landfilled on-site and also transported for use in a reclamation project for a nearby former quarry owned and operated by third parties. 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. On May 25, 2022, the Region of Tuscany issued a decree to the operators of the reclamation project suspending the use of gypsum in the project. We and the quarry operator have filed legal challenges to the Region of Tuscany’s decree and a hearing on the matter is expected to occur on July 27, 2022. In the second quarter of 2021, we requested government approval for a project for the use of gypsum in a specified on-site area on our Scarlino site. Following a review with relevant government representatives, we submitted a revised request for government approval in the first quarter of 2022. Subsequently, we received notice that a preliminary (or screening) environmental impact assessment would be required, and we provided the requested information. While the authorities have indicated informally that the request is unlikely to be approved, we are awaiting their final determination and formal notice. We are currently utilizing our on-site landfill for gypsum and expect there will no longer be capacity for on-site landfill beyond October 2022. With the support of the Tuscany Region, we also are exploring disposal of gypsum at various off-site commercial waste landfill facilities to provide short-term disposal capacity, subject to formal approval by the Tuscany Region. We are in negotiations with certain of such landfill operators and expect to reach agreement on commercial terms to use one or more of these off-site landfill facilities for disposal of gypsum beginning in the fourth quarter of 2022. In the meantime, as government authorities have not yet approved the proposals for additional on-site capacity, we have suspended TiO 2 production from two of the three calciner streams at the facility to reduce the rate at which the remaining on-site gypsum capacity is consumed. If we are successful in our legal challenge of the decree suspending use of gypsum at the nearby former quarry and are able to resume using gypsum for quarry reclamation, or we receive government approval for use of additional on-site landfill capacity, or we successfully conclude negotiations with one or |
Environmental, Health and Safet
Environmental, Health and Safety Matters | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021, our capital expenditures for EHS matters totaled $6 million and $7 million, each. 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 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 June 30, 2022 and December 31, 2021, we had environmental reserves of $4 million and $10 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). In March 2022, the EU issued a proposed regulation for the revision of the industrial emissions directive that may require changes to emissions abatement systems at some of our EU based facilities. If implemented, the directive is not expected to come into force until 2024 at the earliest. Under 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 RCRA 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 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 U.S. Securities and Exchange Commission's proposed rule changes requiring climate-related disclosure. These changes could affect us in a number of ways including potential requirements to decarbonize manufacturing processes and increased costs of GHG allowances. We are currently monitoring these developments closely while investigating and developing 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 used in the reclamation project for 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 use of gypsum as an environmental restoration material at the quarry. The authorities continue to investigate the matter. On May 4, 2022, the technical advisor to the public prosecutor issued a report indicating that the gypsum contains substances making it unfit for use in site reclamation. On May 25, 2022, the Region of Tuscany issued a decree to the operator of the reclamation project suspending the use of gypsum in the project to allow further environmental investigation activities to take place. We disagree with both the methods and conclusions in the report of the prosecutor’s technical advisor and filed our own technical report with the public prosecutor on June 21, 2022. We and the quarry operator have filed legal challenges to the Region of Tuscany’s decree and a hearing on the matter is expected to occur on July 27, 2022. For further information concerning Scarlino gypsum disposal, see “Note 11. Commitments and Contingencies, Legal Proceedings” of the notes to unaudited condensed consolidated financial statements and “Item 2. Operating and Financial Review and Prospectus, Recent Developments.” 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 at June 30, 2022 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. We have reserves of $1 million at June 30, 2022 related to decontamination of structures on the site. We have not otherwise set environmental reserves for this remediation obligation as 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. However, these costs could be material to our unaudited condensed consolidated financial statements. Duisburg Remediation We are engaged in the assessment of metals in the groundwater and the hydrogeological nature of the groundwater beneath our Duisburg, Germany facility and have completed a risk assessment of the status of the groundwater body. The risk assessment has concluded that remediation will be required and that options for remediation should be investigated. We have reserves of $1 million at June 30, 2022 for investigation into environmental contamination. The scope of any required remediation of the plume has not been determined and is not reliably estimable at this stage and will require further technical assessment and regulatory agreement, but these costs could be material to our unaudited condensed consolidated financial statements. |
Other Comprehensive Loss
Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Other Comprehensive Loss | Other Comprehensive Loss Other comprehensive (loss) income consisted of the following: Foreign currency translation adjustment (a) Pension and other postretirement benefits adjustments net of tax (b) Other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2022 $ (56) $ (253) $ (5) $ — $ (314) $ — $ (314) Other comprehensive (loss) income before reclassifications, gross (90) — 2 2 (86) — (86) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 2 — — 2 — 2 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (90) 2 2 2 (84) — (84) Ending balance, June 30, 2022 $ (146) $ (251) $ (3) $ 2 $ (398) $ — $ (398) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2021 $ (19) $ (306) $ (5) $ 1 $ (329) $ — $ (329) Other comprehensive (loss) income before reclassifications, gross (7) 1 — 4 (2) — (2) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 7 — — 7 — 7 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (7) 8 — 4 5 — 5 Ending balance, June 30, 2021 $ (26) $ (298) $ (5) $ 5 $ (324) $ — $ (324) (a) Amounts are net of tax of nil as of June 30, 2022 and January 1, 2022, each. (b) Amounts are net of tax of $50 million as of June 30, 2022 and January 1, 2022, 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 June 30, 2021 and January 1, 2021, each. (e) Amounts are net of tax of $50 million as of June 30, 2021 and January 1, 2021, each. Three months ended Six months ended Affected line item in the statement where net income is presented 2022 2021 2022 2021 Details about Other Comprehensive Loss Components: Amortization of pension and other postretirement benefits: Actuarial loss $ — $ 4 $ 1 $ 7 Other income Prior service credit — — 1 — Other income Total before tax — 4 2 7 Income tax expense — — — — Income tax expense Total reclassifications for the period, net of tax $ — $ 4 $ 2 $ 7 |
Operating Segment Information
Operating Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Operating Segment Information | Operating Segment Information We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of chemical products. We have reported our operations through our two segments, Titanium Dioxide and Performance Additives, and organized our business and derived our operating segments around differences in product lines. 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, and timber treatment 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 Six months ended 2022 2021 2022 2021 Revenues: Titanium Dioxide $ 486 $ 415 $ 996 $ 829 Performance Additives 156 152 305 291 Total $ 642 $ 567 $ 1,301 $ 1,120 Adjusted EBITDA (1) Titanium Dioxide $ 49 $ 36 $ 98 $ 76 Performance Additives 19 18 39 41 68 54 137 117 Corporate and other (7) (11) (19) (25) Total 61 43 118 92 Reconciliation of adjusted EBITDA to net income (loss): Interest expense (17) (17) (35) (35) Interest income 4 3 7 6 Income tax expense (14) (5) (14) (10) Depreciation and amortization (26) (29) (57) (60) Net income attributable to noncontrolling interests 2 1 3 2 Other adjustments: (Loss) gain on disposition of business/assets — (2) 1 (2) Certain legal expenses/settlements 85 — 83 (1) Amortization of pension and postretirement actuarial losses (1) (3) (1) (6) Net plant incident credits (costs) 6 (2) 4 (3) Restructuring, impairment and plant closing and transition costs (5) (11) (16) (25) Net income (loss) $ 95 $ (22) $ 93 $ (42) (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) loss/gain on disposition of business/assets; (b) certain legal expenses/settlements; (c) amortization of pension and postretirement actuarial losses/gains; (d) net plant incident costs/credits; and (e) restructuring, impairment, and plant closing and transition costs. |
Description of Business, Basi_2
Description of Business, Basis of Presentation, and Recent Developments (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") and in management’s opinion reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of results of operations, comprehensive income (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 20-F for the year ended December 31, 2021 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 in tabulations, except per share amounts, 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. These ASUs were effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. Currently our Term Loan Facility references LIBOR-based rates. Our credit facilities either contain, or will contain, provisions specifying alternative interest rate calculations to be employed when LIBOR ceases to be available as a benchmark. We do not expect a significant impact to our operating results, financial position or cash flows from the transition from LIBOR to alternative reference interest rates, but we will continue to monitor the impact of this transition until it is completed. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenues by major geographical region for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, 2022 Six months ended June 30, 2022 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 236 $ 52 $ 288 $ 500 $ 109 $ 609 North America 105 76 181 201 141 342 Asia 98 24 122 200 46 246 Other 47 4 51 95 9 104 Total Revenues $ 486 $ 156 $ 642 $ 996 $ 305 $ 1,301 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Europe $ 216 $ 61 $ 277 $ 430 $ 115 $ 545 North America 81 63 144 155 120 275 Asia 81 24 105 164 47 211 Other 37 4 41 80 9 89 Total Revenues $ 415 $ 152 $ 567 $ 829 $ 291 $ 1,120 The following table disaggregates our revenues by major product line for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, 2022 For the Six Months Ended June 30, 2022 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total TiO 2 $ 486 $ — $ 486 $ 996 $ — $ 996 Color Pigments — 86 86 — 165 165 Functional Additives — 35 35 — 73 73 Timber Treatment — 35 35 — 67 67 Total Revenues $ 486 $ 156 $ 642 $ 996 $ 305 $ 1,301 For the Three Months Ended June 30, 2021 For the Six Months Ended June 30, 2021 Titanium Dioxide Performance Additives Total - Performance Additives Total TiO 2 $ 415 $ — $ 415 $ 829 $ — $ 829 Color Pigments — 81 81 — 148 148 Functional Additives — 35 35 — 71 71 Timber Treatment — 32 32 — 63 63 Water Treatment 1 — 4 4 — 9 9 Total Revenues $ 415 $ 152 $ 567 $ 829 $ 291 $ 1,120 1 Water treatment business was sold in May 2021. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | Inventories at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Raw materials and supplies $ 230 $ 185 Work in process 55 51 Finished goods 266 242 Total $ 551 $ 478 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021 are as follows: Three months ended Six months ended 2022 2021 2022 2021 Revenues $ 29 $ 24 $ 55 $ 49 Income before income taxes 3 2 6 4 Net cash provided by operating activities 3 4 7 8 |
Restructuring, Impairment, an_2
Restructuring, Impairment, and Plant Closing and Transition Costs (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Accrued Restructuring Costs | As of June 30, 2022 and December 31, 2021, current and non-current accrued restructuring costs by type of cost and year of initiative consisted of the following: Workforce reductions (1) Other restructuring costs Total (2) Accrued restructuring costs as of December 31, 2021 $ 22 $ — $ 22 2022 charges for 2018 and prior initiatives 1 7 8 2022 charges for 2019 initiatives 2 — 2 2022 payments for 2018 and prior initiatives (1) (7) (8) 2022 payments for 2019 initiatives (1) — (1) 2022 payments for 2020 initiatives (11) — (11) Foreign currency effect on liability balance (1) — (1) Accrued restructuring costs as of June 30, 2022 $ 11 $ — $ 11 (1) The total workforce reduction reserves of $11 million relate to the termination of 99 positions, of which 37 positions have been terminated but require future payment as of June 30, 2022. (2) Accrued liabilities remaining at June 30, 2022 and December 31, 2021 by year of initiatives were as follows: June 30, 2022 December 31, 2021 2018 initiatives and prior $ 7 $ 8 2019 initiatives 1 — 2020 initiatives 3 14 Total $ 11 $ 22 |
Schedule of Accrued Liabilities by Year of Initiatives | Accrued liabilities remaining at June 30, 2022 and December 31, 2021 by year of initiatives were as follows: June 30, 2022 December 31, 2021 2018 initiatives and prior $ 7 $ 8 2019 initiatives 1 — 2020 initiatives 3 14 Total $ 11 $ 22 |
Schedule of Accrued Restructuring Costs by Segment and Initiative | Details with respect to our reserves for restructuring are provided below by segment and initiative: Titanium Performance Total Accrued restructuring costs as of December 31, 2021 $ 21 $ 1 $ 22 2022 charges for 2018 and prior initiatives 8 — 8 2022 charges for 2019 initiatives 1 1 2 2022 payments for 2018 and prior initiatives (8) — (8) 2022 payments for 2019 initiatives — (1) (1) 2022 payments for 2020 initiatives (11) — (11) Foreign currency effect on liability balance (1) — (1) Accrued restructuring costs as of June 30, 2022 $ 10 $ 1 $ 11 Current portion of restructuring reserves $ 6 $ 1 $ 7 Long-term portion of restructuring reserves $ 4 $ — $ 4 |
Schedule of Restructuring, Impairment and Plant Closing and Transition Costs | Details with respect to restructuring, impairment and plant closing and transition costs for the three and six months ended June 30, 2022 and 2021 are provided below: Three months ended Six months ended 2022 2021 2022 2021 Cash restructuring charges $ 5 $ 6 $ 10 $ 20 Accelerated depreciation — — 2 — Other plant closure costs — 5 4 5 Total Restructuring, Impairment and Plant Closing and Transition Costs $ 5 $ 11 $ 16 $ 25 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | Outstanding debt, excluding finance leases and remaining unamortized discount and issuance costs of $12 million and $14 million as of June 30, 2022 and December 31, 2021, respectively, consisted of the following: June 30, 2022 December 31, 2021 Term Loan Facility due August 2024 $ 355 $ 356 Senior Secured Notes due July 2025 218 217 Senior Unsecured Notes due July 2025 373 372 Other — 1 Total debt 946 946 Less: short-term debt and current portion of long-term debt 4 4 Long-term debt $ 942 $ 942 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share are determined using the following information: Three months ended Six months ended 2022 2021 2022 2021 Numerator: Basic and diluted loss from continuing operations: Net income (loss) attributable to Venator Materials PLC ordinary shareholders $ 93 $ (23) $ 90 $ (44) Denominator: Weighted average shares outstanding 107.9 107.3 107.8 107.2 Potential dilutive impact of share-based awards (1) — 0.8 — 0.5 (1) The potentially dilutive impact of share-based awards was excluded from the calculation of net income (loss) per share for the three and six months ended June 30, 2021 because there is an anti-dilutive effect as we are in net loss positions. |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Schedule of Other Comprehensive (Loss) Income | Other comprehensive (loss) income consisted of the following: Foreign currency translation adjustment (a) Pension and other postretirement benefits adjustments net of tax (b) Other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2022 $ (56) $ (253) $ (5) $ — $ (314) $ — $ (314) Other comprehensive (loss) income before reclassifications, gross (90) — 2 2 (86) — (86) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 2 — — 2 — 2 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (90) 2 2 2 (84) — (84) Ending balance, June 30, 2022 $ (146) $ (251) $ (3) $ 2 $ (398) $ — $ (398) Foreign currency translation adjustment (d) Pension and other postretirement benefits adjustments net of tax (e) Other comprehensive income of unconsolidated affiliates Hedging instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator Beginning balance, January 1, 2021 $ (19) $ (306) $ (5) $ 1 $ (329) $ — $ (329) Other comprehensive (loss) income before reclassifications, gross (7) 1 — 4 (2) — (2) Tax expense — — — — — — — Amounts reclassified from accumulated other comprehensive loss, gross (c) — 7 — — 7 — 7 Tax expense — — — — — — — Net current-period other comprehensive (loss) income (7) 8 — 4 5 — 5 Ending balance, June 30, 2021 $ (26) $ (298) $ (5) $ 5 $ (324) $ — $ (324) (a) Amounts are net of tax of nil as of June 30, 2022 and January 1, 2022, each. (b) Amounts are net of tax of $50 million as of June 30, 2022 and January 1, 2022, 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 June 30, 2021 and January 1, 2021, each. (e) Amounts are net of tax of $50 million as of June 30, 2021 and January 1, 2021, each. |
Schedule of Details about Reclassifications from Other Comprehensive Loss | Three months ended Six months ended Affected line item in the statement where net income is presented 2022 2021 2022 2021 Details about Other Comprehensive Loss Components: Amortization of pension and other postretirement benefits: Actuarial loss $ — $ 4 $ 1 $ 7 Other income Prior service credit — — 1 — Other income Total before tax — 4 2 7 Income tax expense — — — — Income tax expense Total reclassifications for the period, net of tax $ — $ 4 $ 2 $ 7 |
Operating Segment Information (
Operating Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, and timber treatment |
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 Six months ended 2022 2021 2022 2021 Revenues: Titanium Dioxide $ 486 $ 415 $ 996 $ 829 Performance Additives 156 152 305 291 Total $ 642 $ 567 $ 1,301 $ 1,120 Adjusted EBITDA (1) Titanium Dioxide $ 49 $ 36 $ 98 $ 76 Performance Additives 19 18 39 41 68 54 137 117 Corporate and other (7) (11) (19) (25) Total 61 43 118 92 Reconciliation of adjusted EBITDA to net income (loss): Interest expense (17) (17) (35) (35) Interest income 4 3 7 6 Income tax expense (14) (5) (14) (10) Depreciation and amortization (26) (29) (57) (60) Net income attributable to noncontrolling interests 2 1 3 2 Other adjustments: (Loss) gain on disposition of business/assets — (2) 1 (2) Certain legal expenses/settlements 85 — 83 (1) Amortization of pension and postretirement actuarial losses (1) (3) (1) (6) Net plant incident credits (costs) 6 (2) 4 (3) Restructuring, impairment and plant closing and transition costs (5) (11) (16) (25) Net income (loss) $ 95 $ (22) $ 93 $ (42) (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) loss/gain on disposition of business/assets; (b) certain legal expenses/settlements; (c) amortization of pension and postretirement actuarial losses/gains; (d) net plant incident costs/credits; and (e) restructuring, impairment, and plant closing and transition costs. |
Description of Business, Basi_3
Description of Business, Basis of Presentation, and Recent Developments (Details) | 6 Months Ended |
Jun. 30, 2022 segment facility | |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 642 | $ 567 | $ 1,301 | $ 1,120 |
TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 486 | 415 | 996 | 829 |
Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 86 | 81 | 165 | 148 |
Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 35 | 73 | 71 |
Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 32 | 67 | 63 |
Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4 | 9 | ||
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 288 | 277 | 609 | 545 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 181 | 144 | 342 | 275 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 122 | 105 | 246 | 211 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 51 | 41 | 104 | 89 |
Titanium Dioxide | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 486 | 415 | 996 | 829 |
Titanium Dioxide | TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 486 | 415 | 996 | 829 |
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 | ||
Titanium Dioxide | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 236 | 216 | 500 | 430 |
Titanium Dioxide | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 105 | 81 | 201 | 155 |
Titanium Dioxide | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 98 | 81 | 200 | 164 |
Titanium Dioxide | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 47 | 37 | 95 | 80 |
Performance Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 156 | 152 | 305 | 291 |
Performance Additives | TiO2 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Additives | Color Pigments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 86 | 81 | 165 | 148 |
Performance Additives | Functional Additives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 35 | 73 | 71 |
Performance Additives | Timber Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 32 | 67 | 63 |
Performance Additives | Water Treatment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4 | 9 | ||
Performance Additives | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 52 | 61 | 109 | 115 |
Performance Additives | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 76 | 63 | 141 | 120 |
Performance Additives | Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24 | 24 | 46 | 47 |
Performance Additives | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4 | $ 4 | $ 9 | $ 9 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 | |
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 | Jun. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 230 | $ 185 | |
Work in process | 55 | 51 | |
Finished goods | 266 | 242 | |
Total | [1] | $ 551 | $ 478 |
[1]At June 30, 2022 and December 31, 2021, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 and $4 of cash and cash equivalents; $10 and $7 of accounts receivable, net; $3 and $2 of inventories; $3 each of property, plant and equipment, net; $4 and $5 of intangible assets, net; $4 and $3 of accounts payable; $1 and $3 of accrued liabilities. See "Note 5. Variable Interest Entities." |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities | ||||
Revenues | $ 642 | $ 567 | $ 1,301 | $ 1,120 |
Income before income taxes | 109 | (17) | 107 | (32) |
Net cash provided by operating activities | $ (13) | (5) | ||
Pacific Iron Products | ||||
Identification of variable interest entities through investments and transactions | ||||
Variable interest entity ownership percentage | 50% | |||
Viance | ||||
Identification of variable interest entities through investments and transactions | ||||
Variable interest entity ownership percentage | 50% | |||
Consolidated VIE's | ||||
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities | ||||
Revenues | 29 | 24 | $ 55 | 49 |
Income before income taxes | 3 | 2 | 6 | 4 |
Net cash provided by operating activities | $ 3 | $ 4 | $ 7 | $ 8 |
Restructuring, Impairment, an_3
Restructuring, Impairment, and Plant Closing and Transition Costs - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 30 Months Ended | ||
May 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2024 | |
Restructuring, impairment and plant closing costs | ||||||
Plant shut down costs | $ 0 | $ 5 | $ 4 | $ 5 | ||
Accelerated depreciation | 0 | 0 | 2 | 0 | ||
Cash restructuring charges | 5 | 6 | 10 | 20 | ||
Performance Additives | ||||||
Restructuring, impairment and plant closing costs | ||||||
Proceeds from sale of business/assets | $ 6 | |||||
Loss on disposal of business | $ 2 | |||||
Duisburg, Germany | Facility closing | ||||||
Restructuring, impairment and plant closing costs | ||||||
Additional restructuring charges remaining | 4 | 4 | ||||
Duisburg, Germany | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Restructuring charges | 0 | 4 | 0 | 15 | ||
Additional restructuring charges remaining | 3 | 3 | ||||
Duisburg, Germany | Facility closing | Performance Additives | ||||||
Restructuring, impairment and plant closing costs | ||||||
Additional restructuring charges remaining | 1 | 1 | ||||
Calais, France | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Restructuring charges | 1 | 6 | 2 | 7 | ||
Additional restructuring charges remaining | 8 | 8 | ||||
Pori, Finland | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Plant shut down costs | 4 | |||||
Pori, Finland | Facility closing | Titanium Dioxide | ||||||
Restructuring, impairment and plant closing costs | ||||||
Restructuring charges | $ 1 | 3 | ||||
Additional restructuring charges remaining | 31 | 31 | ||||
Other restructuring costs | $ 3 | 12 | ||||
Restructuring and related cost, incurred cost | 8 | |||||
Plant shut down costs | 6 | 2 | ||||
Accelerated depreciation | $ 2 | |||||
Employee benefits | $ 1 | |||||
Pori, Finland | Facility closing | Titanium Dioxide | Forecast | ||||||
Restructuring, impairment and plant closing costs | ||||||
Plant shut down costs | $ 26 | |||||
Accelerated depreciation | 1 | |||||
Employee benefits | 2 | |||||
Write off of other assets | 2 | |||||
Other plant closure costs | 3 | |||||
Cash restructuring charges | $ 28 |
Restructuring, Impairment and P
Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Restructuring Costs (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) position | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | $ 22 |
Foreign currency effect on liability balance | (1) |
Accrued restructuring costs at the end of the period | 11 |
2018 initiatives and prior | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 8 |
Restructuring charges | 8 |
Restructuring payments | (8) |
Accrued restructuring costs at the end of the period | 7 |
2019 initiatives | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 0 |
Restructuring charges | 2 |
Restructuring payments | (1) |
Accrued restructuring costs at the end of the period | 1 |
2020 initiatives | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 14 |
Restructuring payments | (11) |
Accrued restructuring costs at the end of the period | 3 |
Workforce reductions | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 22 |
Foreign currency effect on liability balance | (1) |
Accrued restructuring costs at the end of the period | $ 11 |
Number of positions terminated | position | 99 |
Number of positions terminated requiring future payment | position | 37,000,000 |
Workforce reductions | 2018 initiatives and prior | |
Accrued restructuring costs roll forward | |
Restructuring charges | $ 1 |
Restructuring payments | (1) |
Workforce reductions | 2019 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 2 |
Restructuring payments | (1) |
Workforce reductions | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring payments | (11) |
Other restructuring costs | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 0 |
Foreign currency effect on liability balance | 0 |
Accrued restructuring costs at the end of the period | 0 |
Other restructuring costs | 2018 initiatives and prior | |
Accrued restructuring costs roll forward | |
Restructuring charges | 7 |
Restructuring payments | (7) |
Other restructuring costs | 2019 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 0 |
Restructuring payments | 0 |
Other restructuring costs | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring payments | $ 0 |
Restructuring, Impairment and_2
Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 11 | $ 22 |
2018 initiatives and prior | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 7 | 8 |
2019 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | 1 | 0 |
2020 initiatives | ||
Accrued liabilities by initiatives | ||
Accrued liabilities | $ 3 | $ 14 |
Restructuring, Impairment and_3
Restructuring, Impairment and Plant Closing and Transition Costs - Schedule of Accrued Restructuring Costs by Segment and Initiative (Details) - USD ($) $ in Millions | 6 Months Ended |
Jun. 30, 2022 | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | $ 22 |
Foreign currency effect on liability balance | (1) |
Accrued restructuring costs at the end of the period | 11 |
Current portion of restructuring reserves | 7 |
Long-term portion of restructuring reserves | 4 |
2018 initiatives and prior | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 8 |
Restructuring charges | 8 |
Restructuring payments | (8) |
Accrued restructuring costs at the end of the period | 7 |
2019 initiatives | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 0 |
Restructuring charges | 2 |
Restructuring payments | (1) |
Accrued restructuring costs at the end of the period | 1 |
2020 initiatives | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 14 |
Restructuring payments | (11) |
Accrued restructuring costs at the end of the period | 3 |
Titanium Dioxide | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 21 |
Foreign currency effect on liability balance | (1) |
Accrued restructuring costs at the end of the period | 10 |
Current portion of restructuring reserves | 6 |
Long-term portion of restructuring reserves | 4 |
Titanium Dioxide | 2018 initiatives and prior | |
Accrued restructuring costs roll forward | |
Restructuring charges | 8 |
Restructuring payments | (8) |
Titanium Dioxide | 2019 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 1 |
Restructuring payments | 0 |
Titanium Dioxide | 2020 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring payments | (11) |
Performance Additives | |
Accrued restructuring costs roll forward | |
Accrued restructuring costs at the beginning of the period | 1 |
Foreign currency effect on liability balance | 0 |
Accrued restructuring costs at the end of the period | 1 |
Current portion of restructuring reserves | 1 |
Long-term portion of restructuring reserves | 0 |
Performance Additives | 2018 initiatives and prior | |
Accrued restructuring costs roll forward | |
Restructuring charges | 0 |
Restructuring payments | 0 |
Performance Additives | 2019 initiatives | |
Accrued restructuring costs roll forward | |
Restructuring charges | 1 |
Restructuring payments | (1) |
Performance Additives | 2020 initiatives | |
Accrued restructuring costs roll forward | |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Cash restructuring charges | $ 5 | $ 6 | $ 10 | $ 20 |
Accelerated depreciation | 0 | 0 | 2 | 0 |
Other plant closure costs | 0 | 5 | 4 | 5 |
Total Restructuring, Impairment and Plant Closing and Transition Costs | $ 5 | $ 11 | $ 16 | $ 25 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 6 Months Ended | ||
May 22, 2020 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt | |||
Debt issuance costs | $ 12,000,000 | $ 14,000,000 | |
Letters of credit | 93,000,000 | ||
Letter of Credit | |||
Debt | |||
Unsecured debt | 10,000,000 | ||
Term Loan Facility due August 2024 | |||
Debt | |||
Fair value of debt instruments | 341,000,000 | 359,000,000 | |
Aggregate principal amount | $ 375,000,000 | ||
Amortization of line of credit facility as a percentage of principal amount | 1% | ||
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% | ||
Senior Secured Notes due July 2025 | |||
Debt | |||
Fair value of debt instruments | $ 225,000,000 | 247,000,000 | |
Aggregate principal amount | $ 225,000,000 | ||
Redemption price as a percentage | 98% | ||
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% | ||
Senior Unsecured Notes due July 2025 | |||
Debt | |||
Fair value of debt instruments | $ 292,000,000 | 362,000,000 | |
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% | ||
ABL facility | |||
Debt | |||
Maximum borrowing capacity commitment | $ 330,000,000 | ||
Extension option available, days prior to maturity date | 91 days | ||
Maturity threshold | $ 75,000,000 | ||
Amount in excess | 278,000,000 | ||
Current available capacity | 232,000,000 | ||
Bi-lateral line carved out of the facility | $ 45,000,000 | ||
Minimum fixed charge coverage ratio | 1 | ||
Letters of credit | $ 83,000,000 | ||
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% | ||
ABL facility | Line of Credit | |||
Debt | |||
Aggregate principal outstanding | $ 0 | $ 0 | |
Senior Credit Facilities | |||
Debt | |||
Aggregate principal amount | 705,000,000 | ||
Asset Based Lending Facility Bi Lateral Carve Out One | |||
Debt | |||
Bi-lateral line carved out of facility utilized (approximately) | 46,000,000 | ||
Asset Based Lending Facility Bi Lateral Carve Out Two | |||
Debt | |||
Bi-lateral line carved out of facility utilized (approximately) | $ 40,000,000 |
Debt - Outstanding Debt (Detail
Debt - Outstanding Debt (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Debt | ||
Total debt | $ 946 | $ 946 |
Less: short-term debt and current portion of long-term debt | 4 | 4 |
Long-term debt | 942 | 942 |
Term Loan Facility due August 2024 | ||
Debt | ||
Total debt | 355 | 356 |
Senior Secured Notes due July 2025 | ||
Debt | ||
Total debt | 218 | 217 |
Senior Unsecured Notes due July 2025 | ||
Debt | ||
Total debt | 373 | 372 |
Other | ||
Debt | ||
Total debt | $ 0 | $ 1 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2022 USD ($) Installment derivative_instrument | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | May 31, 2022 EUR (€) Installment derivative_instrument | Dec. 31, 2021 USD ($) | Aug. 31, 2019 USD ($) derivative_instrument | Aug. 31, 2019 EUR (€) derivative_instrument | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||
Proceeds from the termination of cross currency swap contracts | $ 8,000,000 | $ 0 | |||||||
Hedging instruments gain (loss) | $ 2,000,000 | $ (2,000,000) | 2,000,000 | 4,000,000 | |||||
Designated as Hedges | |||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||
Accumulated other comprehensive loss to be reclassified over next twelve months | 0 | 0 | |||||||
Cross currency interest rate contracts | Designated as Hedges | |||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||
Number of derivative instruments held | derivative_instrument | 3 | 3 | 3 | 3 | |||||
Notional amount of hedged item | $ 200,000,000 | $ 200,000,000 | |||||||
Fixed interest rate of hedged item | 5.75% | 5.75% | 5.75% | 5.75% | |||||
Notional amount of derivative | € | € 188,000,000 | € 181,000,000 | |||||||
Weighted average interest rate | 4.11% | 4.11% | 3.73% | 3.73% | |||||
Number of derivative instruments terminated | Installment | 3 | 3 | |||||||
Proceeds from the termination of cross currency swap contracts | $ 8,000,000 | ||||||||
Hedging instruments gain (loss) | 2,000,000 | $ 4,000,000 | |||||||
Cross currency interest rate contracts | Designated as Hedges | Other Noncurrent Assets | |||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||
Fair value of these hedges assets | 2,000,000 | 2,000,000 | |||||||
Cross currency interest rate contracts | Designated as Hedges | Other Noncurrent Liabilities | |||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||
Fair value of the hedged liability | $ 1,000,000 | ||||||||
Forward foreign currency contracts | Not Designated as Hedges | |||||||||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |||||||||
Notional amount of derivative | $ 87,000,000 | $ 87,000,000 | $ 68,000,000 | ||||||
Maturity period of spot or forward exchange rate contracts | 1 month |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax | ||||||
Income tax expense | $ 14 | $ 5 | $ 14 | $ 10 | ||
United States | ||||||
Income Tax | ||||||
Aggregate income tax provision | $ 30 | |||||
Total liability | $ 21 | $ 21 | $ 21 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic and diluted loss from continuing operations: | ||||
Net loss attributable to Venator Materials PLC ordinary shareholders, Basic | $ 93 | $ (23) | $ 90 | $ (44) |
Net loss attributable to Venator Materials PLC ordinary shareholders, Diluted | $ 93 | $ (23) | $ 90 | $ (44) |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 107.9 | 107.3 | 107.8 | 107.2 |
Weighted average shares outstanding, diluted (in shares) | 107.9 | 107.3 | 107.8 | 107.2 |
Potential dilutive impact of share-based awards (in shares) | 0 | 0.8 | 0 | 0.5 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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) | 6 | 1 | 6 | 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||||
Jul. 03, 2022 USD ($) | Apr. 25, 2022 USD ($) | Apr. 06, 2022 USD ($) | May 14, 2019 USD ($) | Jul. 14, 2018 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) claim | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) claim | Jun. 30, 2022 EUR (€) | Jun. 30, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||||||||
Other Operating Income (Expense), Net | $ 7 | $ (3) | $ 4 | $ (8) | |||||||
Tronox Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Gain contingency | $ 75 | ||||||||||
Litigation settlement, amount awarded from other party | $ 75 | ||||||||||
Proceeds from legal settlements | $ 85 | ||||||||||
Neste Engineering Services Arbitration | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency accrual | 16 | $ 16 | |||||||||
Other Operating Income (Expense), Net | $ 10 | ||||||||||
Neste Engineering Services Arbitration | Forecast | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Other Operating Income (Expense), Net | $ 13 | ||||||||||
Neste Engineering Services Arbitration | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Litigation settlement, amount awarded from other party | $ 13 | ||||||||||
Calais Pipeline Matter | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of pending claims | claim | 2 | 2 | |||||||||
Calais Pipeline Matter | The Region Hauts-de-France | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Damages sought | $ 13 | € 12 | |||||||||
Tronox Limited | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Break fee | $ 75 |
Environmental, Health and Saf_2
Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Site Contingency [Line Items] | |||
Capital expenditures for EHS matters | $ 6 | $ 7 | |
Environmental reserves | 4 | $ 10 | |
Harrisburg Remediation | |||
Site Contingency [Line Items] | |||
Environmental reserves | 2 | ||
Calais Remediation | |||
Site Contingency [Line Items] | |||
Environmental reserves | 1 | ||
Duisburg Remediation | |||
Site Contingency [Line Items] | |||
Environmental reserves | $ 1 |
Other Comprehensive Loss - Othe
Other Comprehensive Loss - Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of other comprehensive income | ||||||||
Balance at the beginning of the period | $ 546,000,000 | $ 568,000,000 | $ 597,000,000 | $ 624,000,000 | $ 568,000,000 | $ 624,000,000 | ||
Other comprehensive (loss) income before reclassifications, gross | (86,000,000) | (2,000,000) | ||||||
Tax expense | 0 | 0 | ||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 2,000,000 | 7,000,000 | ||||||
Tax expense | 0 | 0 | ||||||
Total other comprehensive (loss) income, net of tax | (64,000,000) | (20,000,000) | 12,000,000 | (7,000,000) | (84,000,000) | 5,000,000 | ||
Balance at the end of the period | 577,000,000 | 546,000,000 | 588,000,000 | 597,000,000 | 577,000,000 | 588,000,000 | ||
Amounts attributable to Venator | ||||||||
Components of other comprehensive income | ||||||||
Balance at the beginning of the period | (334,000,000) | (314,000,000) | (336,000,000) | (329,000,000) | (314,000,000) | (329,000,000) | ||
Total other comprehensive (loss) income, net of tax | (64,000,000) | (20,000,000) | 12,000,000 | (7,000,000) | ||||
Balance at the end of the period | (398,000,000) | (334,000,000) | (324,000,000) | (336,000,000) | (398,000,000) | (324,000,000) | ||
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 | ||||
Total | ||||||||
Components of other comprehensive income | ||||||||
Balance at the beginning of the period | (314,000,000) | (329,000,000) | (314,000,000) | (329,000,000) | ||||
Other comprehensive (loss) income before reclassifications, gross | (86,000,000) | (2,000,000) | ||||||
Tax expense | 0 | 0 | ||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 2,000,000 | 7,000,000 | ||||||
Tax expense | 0 | 0 | ||||||
Total other comprehensive (loss) income, net of tax | (84,000,000) | 5,000,000 | ||||||
Balance at the end of the period | (398,000,000) | (324,000,000) | (398,000,000) | (324,000,000) | ||||
Foreign currency translation adjustment | ||||||||
Components of other comprehensive income | ||||||||
Balance at the beginning of the period | (56,000,000) | (19,000,000) | (56,000,000) | (19,000,000) | ||||
Other comprehensive (loss) income before reclassifications, gross | (90,000,000) | (7,000,000) | ||||||
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 | (90,000,000) | (7,000,000) | ||||||
Balance at the end of the period | (146,000,000) | (26,000,000) | (146,000,000) | (26,000,000) | ||||
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 | (253,000,000) | (306,000,000) | (253,000,000) | (306,000,000) | ||||
Other comprehensive (loss) income before reclassifications, gross | 0 | 1,000,000 | ||||||
Tax expense | 0 | 0 | ||||||
Amounts reclassified from accumulated other comprehensive loss, gross | 2,000,000 | 7,000,000 | ||||||
Tax expense | 0 | 0 | ||||||
Total other comprehensive (loss) income, net of tax | 2,000,000 | 8,000,000 | ||||||
Balance at the end of the period | (251,000,000) | (298,000,000) | (251,000,000) | (298,000,000) | ||||
AOCI tax | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||
Other comprehensive income of unconsolidated affiliates | ||||||||
Components of other comprehensive income | ||||||||
Balance at the beginning of the period | (5,000,000) | (5,000,000) | (5,000,000) | (5,000,000) | ||||
Other comprehensive (loss) income before reclassifications, gross | 2,000,000 | 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 | 2,000,000 | 0 | ||||||
Balance at the end of the period | (3,000,000) | (5,000,000) | (3,000,000) | (5,000,000) | ||||
Hedging instruments | ||||||||
Components of other comprehensive income | ||||||||
Balance at the beginning of the period | $ 0 | $ 1,000,000 | 0 | 1,000,000 | ||||
Other comprehensive (loss) income before reclassifications, gross | 2,000,000 | 4,000,000 | ||||||
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 | 2,000,000 | 4,000,000 | ||||||
Balance at the end of the period | $ 2,000,000 | $ 5,000,000 | $ 2,000,000 | $ 5,000,000 |
Other Comprehensive Loss - Recl
Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Reclassification from accumulated other comprehensive loss | ||||||
Amortization of pension and other postretirement benefits: | $ 88 | $ 2 | $ 91 | $ 7 | ||
Total before tax | 109 | (17) | 107 | (32) | ||
Income tax expense | (14) | (5) | (14) | (10) | ||
Total reclassifications for the period, net of tax | 95 | $ (2) | (22) | $ (20) | 93 | (42) |
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 | 0 | 4 | 2 | 7 | ||
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 | 0 | 4 | 2 | 7 | ||
Reclassification out of Accumulated Other Comprehensive Income | Actuarial loss | ||||||
Reclassification from accumulated other comprehensive loss | ||||||
Amortization of pension and other postretirement benefits: | 0 | 4 | 1 | 7 | ||
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 | $ 1 | $ 0 |
Operating Segment Information_2
Operating Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | |
OPERATING SEGMENT INFORMATION | ||||||
Number of reportable segments | segment | 2 | |||||
Revenues: | ||||||
Revenues | $ 642 | $ 567 | $ 1,301 | $ 1,120 | ||
Segment Adjusted EBITDA | ||||||
Segment adjusted EBITDA | 61 | 43 | 118 | 92 | ||
Reconciliation of adjusted EBITDA to net income (loss): | ||||||
Interest expense | (17) | (17) | (35) | (35) | ||
Interest income | 4 | 3 | 7 | 6 | ||
Income tax expense | (14) | (5) | (14) | (10) | ||
Depreciation and amortization | (26) | (29) | (57) | (60) | ||
Net income attributable to noncontrolling interests | 2 | 1 | 3 | 2 | ||
Other adjustments: | ||||||
(Loss) gain on disposition of business/assets | 0 | (2) | 1 | (2) | ||
Certain legal expenses/settlements | 85 | 0 | 83 | (1) | ||
Amortization of pension and postretirement actuarial losses | (1) | (3) | (1) | (6) | ||
Net plant incident credits (costs) | 6 | (2) | 4 | (3) | ||
Restructuring, impairment and plant closing and transition costs | (5) | (11) | (16) | (25) | ||
Net income (loss) | 95 | $ (2) | (22) | $ (20) | 93 | (42) |
Titanium Dioxide | ||||||
Revenues: | ||||||
Revenues | 486 | 415 | 996 | 829 | ||
Performance Additives | ||||||
Revenues: | ||||||
Revenues | 156 | 152 | 305 | 291 | ||
Operating segments | ||||||
Segment Adjusted EBITDA | ||||||
Segment adjusted EBITDA | 68 | 54 | 137 | 117 | ||
Operating segments | Titanium Dioxide | ||||||
Revenues: | ||||||
Revenues | 486 | 415 | 996 | 829 | ||
Segment Adjusted EBITDA | ||||||
Segment adjusted EBITDA | 49 | 36 | 98 | 76 | ||
Operating segments | Performance Additives | ||||||
Revenues: | ||||||
Revenues | 156 | 152 | 305 | 291 | ||
Segment Adjusted EBITDA | ||||||
Segment adjusted EBITDA | 19 | 18 | 39 | 41 | ||
Corporate and other | ||||||
Segment Adjusted EBITDA | ||||||
Segment adjusted EBITDA | $ (7) | $ (11) | $ (19) | $ (25) |