Goldman Sachs Basic Materials ConferenceMay 15, 2018
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, delays in reconstruction or commissioning of our Pori, Finland
manufacturing facility or losses for business interruption or construction costs that exceed our coverage limit applicable to the fire at that facility, 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, changes in government regulations, geopolitical events and other risk factors as discussed in our annual report on Form 10-K filed on
February 23, 2018, and in our quarterly reports on Form 10-Q.
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.
Personal Care, Food,
Pharmaceuticals & Active Materials
6%
Plastics15%
Architectural Coatings
14%
Industrial Coatings
11%
Construction44%
Agriculture & Water 4%
Fibres & Films3%
Other3%
Venator Snapshot
Note: See Appendix for a reconciliation of pro forma Adj. EBITDA(1) Excludes revenue from other businesses and entities not included in the separation of Venator from Huntsman; (2) Titanium Dioxide segment Adjusted EBITDA and Performance Additives segment Adjusted EBITDA adjusted to include estimated public company standalone costs of $40 million, pro forma for unrealized $29 million benefit from cost reduction elements of business improvement program; (3) Represents annualized segment 1Q18 adj. EBITDA, % margin based on 1Q18 LTM revenue; not adjusted for seasonality; excludes allocation of standalone corporate costs and unrealized anticipated pro forma cost savings from the Business Improvement Program; (4) FY17 revenues
3
En
d M
ark
ets
(4)
1Q18 LTM
Revenue (mm)(1) $2,294
Pro forma adj. EBITDA (mm)(2) $546
% margin 24%
1Q18 LTM 1Q18 Run-rate(3)
Revenue (mm) $1,675
Adj. EBITDA (mm) $482 $572
% margin 29% 34%
1Q18 LTM
Revenue (mm) $619
Adj. EBITDA (mm) $75
% margin 12%
Titanium Dioxide Performance Additives
Seg
men
t
Plastics34%
Architectural Coatings
28%
Industrial Coatings
15%
Inks6%
Fibers & Films 8%
Construction1%
Personal Care, Food,
Pharmaceuticals & Active Materials
6%
Agriculture & Water
2%
Rep
resen
tati
ve
Cu
sto
mers
Fibres & Films8%
Titanium DioxideStrong year-on-year EBITDA growth driven by pricing
4
Chemours17%
Cristal12%
Venator11%
Lomon Billions8%
Kronos8%
Tronox6%
Others38%
4Q17 LTM Revenues Source: Management Estimates
Segment
Revenues
$1.7billion
Segment
Adjusted EBITDA
$482million
COATINGS
INKS
2016 Nameplate Capacity; Excludes VNTR South African facility
TiO2 Capacity
End Markets 1Q18 LTM
$ in millions Adj. EBITDA Margin
Annual 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
Quarterly EBITDA History
$ in millions
$306
$699
$449
$117 $134
($8)$61
$387
$482
17%
30%
22%
6% 7%
N/A4%
24%
29%
2010 2011 2012 2013 2014 2015 2016 2017 1Q18LTM
Personal Care, Food,
Pharmaceuticals & Active Materials
6%
Agriculture & Water2%
Architectural Coatings
28%
Industrial Coatings
15%
Construction1%
Inks6%
Plastics34% -$4 $9
$22$33
$48
$93
$127 $119
$143
-1%2%
6%
9%
12%
23%
29%
31% 31%
-5%
0%
5%
10%
15%
20%
25%
30%
35%
-20
0
20
40
60
80
100
120
140
160
1Q16
2Q16
3Q16
4Q16
1Q17
2Q17
3Q17
4Q17
1Q18
Market Leader in High-Value Specialty TiO2
Source: Current management estimates5
Venator has more than half of its sales in high value TiO2 categories
1,000 2,000 3,000 4,000 5,000 6,000
Pri
ce
Low Quality
Functional
Differentiated
Sp
ecia
lties
9%17% 42% 32%
21%0% 49% 30%
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
� Speciality Inks
� Industrial coatings
� Performance plastics
� Differentiated Inks
� Functional coatings (architectural)
� Functional plastics
� Paper
Applications
Global TiO2 Utilization Rate OutlookImproving utilization rates through gradual demand improvement
Source: TZMI, Management estimates6
0%
20%
40%
60%
80%
100%
0
2,000
4,000
6,000
8,000
2011 2012 2013 2014 2015 2016 2017E 2018P 2019P
Uti
liza
tio
n R
ate
Vo
lum
e (
kM
T)
Global Demand Global Effective Utilization Rate ex. China (%) Global Effective Utilization Rate (%)
Global TiO2 Effective Utilization Rate Outlook
� Western producers operating at ~95%+ utilization rates, while Chinese operating rates continue to improve
� No new capacity expected:
– Neither greenfield nor brownfield economics are supported by current TiO2 prices
– Significant time for plants to come online (3-4 years)
� Differential between Western and Chinese product quality now transparent to customers and producers
� Customers have moved beyond thrifting / substitution
Sulfate Production to Benefit from Sustained Sulfate Ore Advantage
Source: TZMI, Management estimates7
Principal Feedstock Types Sulfate Ore Prices Advantaged and Less Volatile
(TiO2 Ore Prices, $/MT)
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
$2,000
2009 2014 2019P
Rutile (95% content) Chloride Slag (85% content)
Sulfate Slag (79% content) Ilmenite (52% content)
Favorable market structure for sulfate ores
Sulfate Chloride
Feedstock Ilmenite Chloride Slag
Capital Intensity Low High
Energy Usage Low High
Number of Producers
>20 <5
LargestProducer Share
<15% ~70%
Primary Sulfate Feedstock
Performance AdditivesSeasonal improvement in performance
8
$ in millions
4Q17 LTM Revenues
End Markets
Annual EBITDA History(1)
Quarterly EBITDA History
Segment
Revenues
$0.6billion
Segment
Adjusted EBITDA
$74million
CONSTRUCTION
COATINGS
1Q18 LTM
Source: 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
$89 $98 $91
$69 $69 $72 $75
15%16%
13%15%
14%
12%12% 12% 12%
2010 2011 2012 2013 2014 2015 2016 2017 1Q18 LTM
Segment Adj. EBITDA Segment Adj. EBITDA Margin
Fibres & Films3%
Personal Care, Food,
Pharmaceuticals & Active Materials
6%
Agriculture & Water
4%Architectural
Coatings14%
Industrial Coatings
11%
Construction44%
Plastics15%
Other 3%
$18
$22
$16$13
$22 $21
$15 $15
$24
12%13%
12%
9%
14%13%
10% 10%
14%
0%
2%
4%
6%
8%
10%
12%
14%
16%
-
5
10
15
20
25
30
1Q16
2Q16
3Q16
4Q16
1Q17
2Q17
3Q17
4Q17
1Q18
Functional Additives
Performance Additives
Source: Company filings9
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
33%
34%
33%
1Q18 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
$90 Million EBITDA Improvement Program
10
Business Improvement Program
Expected Annual EBITDA Capture
Highlighted Activities
� $90 million run-rate expected to be captured by 1Q19
� $10 million of incremental benefit captured in 1Q18
� $34 million of cumulative benefit captured through 1Q18
$ in millions
Source: Management estimates
� Facility rationalization program completed
– Umbogintwini, South Africa (TiO2) – closed
– Calais, France (TiO2 white end) – closed
– Easton, PA. and St. Louis, MO. (color pigment) –closed
� Leverage position in higher value markets
� Launch of new TiO2 products
Expected Run-rate Improvement
$30
$90$30
$30
Facilities closures Fixed costs Volume EBITDAImprovement
$ in millions
$10 million of EBITDA benefit captured in 1Q18
$24
2017 2018F 2019F
Actual Budget
Financial Profile
(1) Net debt to LTM EBITDA11
Net Debt
$ in millions
Attractive position
Comment
�Liquidity of $486mm as of March 31, 2018
– $223mm cash
– $263mm available of ABL borrowing base
�Received $236mm (€191mm) of insurance
proceeds on April 13, 2018
�Expected seasonal working capital use in 1H18
– $55mm use of cash in 1Q18
�Attractive tax profile
– ~ $1bn of Net Operating Losses
– No material change from U.S. tax reformCash tax rateAdjusted effective tax rate
DebtCash
Tax Rate
4Q17 1Q18
$(223)$(238)
$752$757
$529$519
1Q18 Expected
19%
13%
15-20%
10-15%
1.3x (1)
1.1x (1)
Cash Uses
(1) Excluding Pori reconstruction costs 12
Cash Uses 1Q18 2018E
Adjusted EBITDA $157
Capital expenditures(1) (20) ~$(120)
Cash interest (19) ~(35)-(40)
Primary working capital change (55) ~(20)-(30)
Restructuring (9) ~(40)-(50)
Other (includes pension) (16) ~(50)-(60)
Subtotal Cash Uses Before Taxes and Pori (119) ~(265)-(300)
Cash income taxes(15)10% 10 - 15%
Operating free cash flow 23 >$200
Net cash flow associated with Pori (38)
Total free cash flow (15)
We expect to generate >$200 million of operating FCF in 2018 before Pori$ in millions
Op
po
rtu
nis
tic
Str
ate
gic
Tra
ns
acti
on
s
Priority of Cash Uses
1. Earnings Growth
Pori reconstruction self-funded estimate $325 - $375 million
Capex projects targeting >20% IRR
2. Strengthen Balance Sheet
Debt reduction
3. Shareholder Actions
Share repurchases
Dividend consideration
Net debt target $350 million
Why Venator?
13
Leader in Specialty TiO2
with Sulfate Ore
Advantage
� Significant EBITDA margin improvement over past three years
� Business improvement program underway with projected Adjusted EBITDA
improvement of $90 million
� $34mm of incremental EBITDA benefit realized by the end of 1Q18
Successful Business
Transformation
Strong Free Cash
Flow Generation
Complementary
Performance Additives
Business
� Market leader in high-value specialty TiO2
� Sulfate production to benefit from sustained sulfate ore advantage
� Global provider of performance additives, with market leading positions in attractive segments
� Stable EBITDA and consistent cash flows, benefiting from Business Improvement Program
� Strong free cash flow generation will enable the rebuild of our Pori, Finland facility and debt reduction improving equity value
Appendix
14
Pro Forma Adj. EBITDA Reconciliation
(1) Adjusted to include Rockwood pro forma(2) Proforma for incremental $40mm standalone public company costs; excluding 1Q18 which reflects corporate costs as reported(3) Proforma for unrealized benefit from the $60mm cost reduction element of the Business Improvement Program (excludes the $30mm expected total volume benefit from the Business Improvement Program)
15
$ in millions 2010 2011 2012 2013 2014 2015 2016 2017 1Q17 1Q18 1Q18 LTM
Net Income/(Loss) $ (162) $ (352) $ (77) $ 144 $ (13) $ 80 $ 237
Net income attributable to noncontrolling interests (2) (7) (10) (10) (3) (2) (9)
Net income of discontinued operations – (10) (8) (8) (8) - -
Interest 2 30 44 40 12 10 38
Taxes (17) (34) (23) 50 (4) 20 74
Depreciation and Amortization 93 100 114 127 30 34 131
EBITDA $ (86) $ (273) $ 40 $ 343 $ 14 $ 142 $ 471
Acquisition and integration expense 45 44 11 5 – 2 7
Separation gain – – – 7 – 1 8
US income tax reform – – – (34) – – (34)
Purchase accounting adjustments 13 – – – – – –
(Gain) loss on disposition of business (1) 1 (22) – – – –
Certain legal settlements and related expense 3 3 2 1 – – 1
Amortization of pension and postretirement actuarial losses 11 9 10 17 4 3 16
Net plant incident costs – 4 1 4 5 – (1)
Restructuring, impairment, and plant closing costs 62 220 35 52 26 9 35
Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 49 $ 157 $ 503
Corporate and other 29 53 53 64 20 10 54
Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 69 $ 167 $ 557
Titanium Dioxide Segment EBITDA (1) 306 699 449 117 134 (8) 61 387 48 143 482
Performance Additives Segment EBITDA (1) 103 119 89 98 91 69 69 72 21 24 75
Public company standalone costs (2) (40) (40) (40) (40) (40) (40) (40) (40) (10) (10) (40)
1Q 17 impact from Pori Fire – – – – – – – 15 15 – –
Business improvement program unrealized (3) – – – – – – – 37 15 7 29
Pro forma Adjusted EBITDA $ 369 $ 778 $ 498 $ 175 $ 185 $ 21 $ 90 $ 471 $ 89 $ 164 $ 546