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UBS Chemicals ConferenceSeptember 4, 2019
General Disclosure
This presentation includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities
Exchange Act of 1934, as amended. These forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or
performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. When used in this
presentation, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,”
and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s
examination of historical operating trends and data, are based upon our current expectations of future events and various assumptions which may not be realized or accurate. Our
expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s
expectations, beliefs and projections will be achieved. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances
that arise after the date made or to reflect the occurrence of unanticipated events.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this presentation. Such risks,
uncertainties and other important factors include, among others: future global economic conditions, our ability to transfer production of certain specialty and differentiated products from
our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer and the closure of our Pori facility, our ability to realize
financial and operational benefits from our business improvement plans and initiatives, impacts on TiO2 markets and the broader global economy from the imposition of tariffs by the
U.S. and other countries, changes in raw material and energy prices, access to capital markets, industry production capacity and operating rates, the supply demand balance for our
products and that of competing products, pricing pressures, technological developments, legal claims against us, changes in government regulations, geopolitical events, cyberattacks
and other risk factors as discussed in our annual report on Form 10-K filed on February 20, 2019 and our quarterly reports on Form 10-Q and current reports on Form 8-K filed thereafter.
This presentation contains financial measures that are not in accordance with generally accepted accounting principles in the U.S. ("GAAP"), including EBITDA, adjusted EBITDA,
adjusted EBITDA margin, free cash flow and net debt and certain ratios and other metrics derived therefrom. We have provided reconciliations of non-GAAP financial measures to the
most directly comparable GAAP financial measures in the Appendix to this presentation.
Venator Snapshot
3
En
d M
ark
ets
(1)
2Q19 LTM
Revenue (mm) $2,158
Adj. EBITDA (mm) $243
% margin 11%
2Q19 LTM
Revenue (mm) $1,618
Adj. EBITDA (mm) $243
% margin 15%
2Q19 LTM
Revenue (mm) $539
Adj. EBITDA (mm) $46
% margin 9%
Titanium Dioxide Performance Additives
Se
gm
en
tR
ep
rese
nta
tive
Cu
sto
me
rs
Architectural Coatings
28%
Industial Coatings14%
Construction1%
Plastics36%
Inks3%
Personal Care, Food, Pharmaceuticals & Active Materials
5%
Fibres & Films9%
Agriculture & Water2%
Other2%
(1) 2018 Revenues
Architectural Coatings
14%
Industrial Coatings
12%
Construction42%
Plastics16%
Fibres & Films3%
Agriculture & Water
4%
Other3%
Personal Care, Food,
Pharmaceuticals & Active
Materials
6%
Architectural Coatings
28%
Industial Coatings
14%
Construction1%
Plastics36%
Inks3%
Personal Care, Food, Pharmaceuticals & Active
Materials5%
Fibres & Films9%
Agriculture & Water
2%
Other2%
Pori EBITDA Adjustment
Titanium DioxideLonger-term industry fundamentals remain intact
4
Chemours17%
Tronox 18%
Venator9%
Lomon Billions9%
Kronos7%
Others41%
2018 Revenues Source: Management Estimates
Segment
Revenues
$1.6billion
Segment
Adjusted EBITDA
$243million
COATINGS
INKS
2018 Nameplate Capacity; based on management estimates
TiO2 Capacity
End Markets 2Q19 LTM
$ in millions
Annual Adjusted EBITDA History(1)
(1) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period, based upon their management’s representation; excludes
the related sale of our TR52 product line – used in printing inks – to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes the allocation of general corporate overhead by Rockwood
(2) Proforma includes Cristal
Quarterly Adjusted EBITDA History$ in millions
Adj. EBITDA ex. Pori Adj. EBITDA Margin
Adj. EBITDA ex. Pori Adj. EBITDA MarginPori EBITDA Adjustment
243
572
349
84 84
-58 12
312 376
243
63
127
100
33 50 50
49
75 41
17%
30%
22%
6% 7%
(1%)
4%
24% 25%
15%
2010 2011 2012 2013 2014 2015 2016 2017 2018 2Q19LTM
24 41
78
107 86
125 124
75 52 61 5510
7
15
20
33
18 23
--
9%
12%
23%
29%31% 31% 32%
19%
14% 14%13%
(2)
Market Leader in High-Value Specialty TiO2
Favorable application mix
Source: Management estimates5
Venator has more than half of its sales volume in high value TiO2 categories
1,000 2,000 3,000 4,000 5,000 6,000
Pri
ce
Low QualityFunctional
Differentiated
Sp
ec
ialtie
s
9%17% 42% 32%
16%0% 40% 44%
Legend:
% Total global TiO2
industry demand
% Venator TiO2 sales
volume
Venator Focus
Estimated World Demand (kmt)Indicative EBITDA
margins1x 2x 3x+
Catalysts
Food
Pharma &
Cosmetics
Fibers &
Films
Solar
Specialty
Inks
Industrial coatings
Performance plastics
Differentiated Inks
Functional coatings (architectural)
Functional plastics
Paper
Applications
2014 2015 2016 2017 2018 YTD
Specialty TiO2
Margin stability supports strategic investment
6(1) Comparing variable contribution margin of specialty grades (excluding inks) and functional grades
Source: Management estimates
Demand for specialty grade TiO2 is more resilient
throughout a cycle
Specialty grades have an enhanced margin profile
compared to functional grades
Limited number of producers with high barriers to entry
Applications: Catalysts; Food; Pharma & Cosmetics;
Fibers & Films; Solar; Specialty Inks
Specialty Profile Outlook
Venator to strengthen its leading position in specialty
TiO2 products
Expect pricing and demand to remain stable globally
Investment to target higher margin and more stable
specialty TiO2 products
Margin Differential: Specialty vs. Functional(1)
Functional
TiO2
Specialty
TiO2
Performance AdditivesStable annual earnings and cash generative business
7
$ in millions
2018 Revenues
End Markets
Annual Adjusted EBITDA History(1)
Quarterly Adjusted EBITDA History
Segment
Revenues
$0.5billion
Segment
Adjusted EBITDA
$46million
CONSTRUCTION
COATINGS
2Q19 LTMSource: Management Estimates
(1) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period,
based upon their management’s representation; excludes the related sale of our TR52 product line – used in printing inks – to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes
the allocation of general corporate overhead by Rockwood
$ in millions
103
119
8998
91
69 6972 62
46
15%16%
13%15%
14%
12%12% 12%
10%9%
2010 2011 2012 2013 2014 2015 2016 2017 2018 2Q19 LTM
Segment Adj. EBITDA Segment Adj. EBITDA Margin
Architectural Coatings
14%
Industial Coatings
12%
Construction42%
Plastics16%
Fibres & Films3%
Agriculture & Water
4%
Other3%
Personal Care, Food,
Pharmaceuticals &
Active Materials
6%
18
22
1613
22 21
15 15
24 23
12
3
15 16
12%13%
12%
9%
14%
13%
10%10%
14%13%
8%
3%
11%12%
Functional
Additives
Performance Additives
Source: Company filings8
Residential construction (ACQ,
ECOLIFETM and Copper Azole)
Protects wood from decay and
fungal or insect attack
Industrial construction
(Chromated Copper Arsenate)
Prolongs service life of wood
Polyaluminium chloride
based flocculants
Clarifies water by promoting the
sedimentation of particles
Highly durable red, yellow, black
and tan pigments
Colorants for paint, plastics and
concrete
Iron Oxides
Unique blue-shade pigments
Violet and pink variants
Ultramarines
Specialty Inorganics
Chemicals
Weather-resistant, chemically
stable pigments
Distinct color shades
Driers Controls the drying rate of a paint
or ink
Color
Pigments
Timber and
Water
Treatment
Barium and Zinc Additives Fillers that enhance the gloss and
flow of paints and the mechanical
properties of plastics
Specialty soft white pigments
Product Characteristics & Uses Competition Benefit
35%
29%
36%
2Q19 LTM EBITDA
% split
Product overview
Strong EBITDA margins
Complementary and common
process technology
Similar customer base to TiO2
High cash conversion margins
Good geographic balance
Similar customer base to TiO2
Common process technology
Limited number of major
competitors
Stable demand profile
High cash conversion
Target $40 million of annual adjusted EBITDA benefit
– $4 million of incremental EBITDA benefit in 2Q19
– $7 million of cumulative benefit captured through
2Q19
– Expect to exit 2020 at the targeted run-rate(1)
2019 2020
>$10
~$30
Delivery on Business Improvement Program
9
Areas of EBITDA Improvement
2019 Business Improvement Program Highlights
$ in millions
(1) Compared to year-end 2018 baseline
Expected Annual EBITDA Capture$ in millions
Expect to deliver ~$40mm annual EBITDA benefit
Benefits from:
– TiO2 manufacturing costs and efficiencies
– Performance Additives costs and improvements
– Reduction in SG&A
$40
TiO2 efficiencies PerformanceAdditives costs
and improvements
SG&A reduction EBITDAImprovement
Capital Resources
(1) Includes specialty technology transfer capital expenditures
(2) Includes Pori wind-down costs, closure costs and prior capital expenditures at Pori unrelated to the transfer program
(3) Defined as net debt divided by trailing 12 month adjusted EBITDA as of June 30, 2019
(4) Scheduled maturities of our debt, excluding debt to affiliates and excluding borrowings under the ABL
10
Cash Uses 2Q19 YTD 2019E
Adjusted EBITDA 61 121
Capital expenditures(1) (20) (48) (130)
Cash interest (5) (23) (40)-(45)
Primary working capital change (43) (91) 25-40
Restructuring (10) (17) (30)-(35)
Other (includes pension) (14) (18) (60)-(70)
Cash income taxes (2) (3) 10 - 15%
Pori cash expenses, net(2) (17) (53) (65)-(70)
Total free cash flow $(50) $(132)
$ in millions
Liquidity of $307mm as of June 30, 2019
– $50mm of cash and $257mm available under the
ABL
– Upsized the ABL capacity by $50mm in 2Q19 to
$350mm
Net debt leverage(3) of 3.0x
– No significant debt maturities until 2024(4)
Taxes
– 2019 expected adj. effective tax rate of ~35%; cash
tax rate of 10-15%
– Long-term adj. effective tax rate of 15-20%; cash tax
rate of 10-15%
– ~$1.1bn of Net Operating Losses
See Appendix for reconciliations and important explanatory notes
Sequential moderation in cash uses in the second quarter
Financial profileActual Estimate
Why Venator?
11
Well positioned to benefit from favorable long-term TiO2 industry fundamentals
Industry leader in specialty TiO2 applications
Complementary portfolio of Performance Additives businesses
Aggressive self-help through Business Improvement Program
Intense focus on free cash flow generation
Appendix
12
Pro Forma Adj. EBITDA Reconciliation
(1) Adjusted to include Rockwood pro forma
(2) Pro forma for unrealized benefit from the $60mm fixed cost reduction element of the 2017 Business Improvement Program and the $40mm cost reduction from the 2019 Business Improvement Program13
$ in millions 2010 2011 2012 2013 2014 2015 2016 2017 2018 2Q18 2Q19 2Q19LTM
Net (loss) Income $ (162) $ (352) $ (77) $ 144 $ (157) $ 198 $ 22 $ (415)
Net income attributable to noncontrolling interests (2) (7) (10) (10) (6) (2) (1) (4)
Net income of discontinued operations – (10) (8) (8) – – – –
Interest 2 30 44 40 40 10 10 41
Taxes (17) (34) (23) 50 (8) 45 (9) (81)
Depreciation and Amortization 93 100 114 127 132 35 29 118
EBITDA $ (86) $ (273) $ 40 $ 343 $ 1 $ 286 $ 51 $ (341)
Business acquisition and integration expenses (adjustments) 45 44 11 5 20 2 (1) 17
Separation expense, net – – – 7 2 – – 1
US income tax reform – – – (34) – – – –
Purchase accounting adjustments 13 – – – – – – –
(Gain) loss on disposition of businesses/assets (1) 1 (22) – 2 2 – –
Certain legal settlements and related expense 3 3 2 1 – – 1 1
Amortization of pension and postretirement actuarial losses 11 9 10 17 15 4 4 16
Net plant incident costs (credits) – 4 1 4 (232) (273) 6 54
Restructuring, impairment, and plant closing costs 62 220 35 52 628 136 0 495
Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 436 $ 157 $ 61 $ 243
Corporate and other 29 53 53 64 43 13 10 46
Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 479 $ 170 $ 71 $ 289
Titanium Dioxide Segment EBITDA(1) 306– 699– 449– 117 134 (8) 61 387 417 147 55 243
Performance Additives Segment EBITDA(1) 103– 119– 89– 98 91 69 69 72 62 23 16 46
Public company standalone costs (40) (40) (40) (40) (40) (40) (40) (40) (43) (13) (10) (46)
Business improvement program unrealized(2) – – – – – – – 37 20 6 6 42
1Q17 impact from Pori Fire – – – – – – – 15 – – – –
Pori related EBITDA adjustment (63) (127) (100) (33) (50) (50) (49) (75) (41) (23) – –
Pro forma Adjusted EBITDA $ 306 $ 651 $ 398 $ 142 $ 135 $ (29) $ 41 $ 396 $ 415 $ 140 $ 67 $ 285
Reconciliation of U.S. GAAP to Non-GAAP
Measures
14