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Citi Basic Materials ConferenceNovember 27, 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, our ability to transfer technology and manufacturing capacity 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, 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 or availability, 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.
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.
Plastics34%
Architectural Coatings
28%
Industrial Coatings
15%
Inks6%
Fibers & Films8%Personal Care,
Food,
Pharmaceuticals &
Active Materials
6%
Plastics15%
Architectural Coatings
14%
Industrial Coatings
11%
Construction44%
Agriculture & Water 4%
Fibres & Films3%
Other3%
Venator Snapshot
3
En
d M
ark
ets
(1)
3Q18 LTM
Revenue (mm) $2,310
Adj. EBITDA (mm) $509
% margin 22%
3Q18 LTM
Revenue (mm) $1,688
Adj. EBITDA (mm) $484
% margin 29%
3Q18 LTM
Revenue (mm) $622
Adj. EBITDA (mm) $74
% margin 12%
Titanium Dioxide Performance Additives
Se
gm
en
t
Personal Care,
Food,
Pharmaceuticals &
Active Materials
6%
Other
3%
Re
pre
se
nta
tive
Cu
sto
me
rs
(1) FY17 revenues
Pori EBITDA Adjustment
Titanium DioxideUnderlying industry fundamentals remain intact
4
Chemours17%
Cristal12%
Venator11%
Lomon Billions8%
Kronos8%
Tronox6%
Others38%
2017 Revenues Source: Management Estimates
Segment
Revenues
$1.7billion
Segment
Adjusted EBITDA
$484million
COATINGS
INKS
2016 Nameplate Capacity; Excludes VNTR South African facility
TiO2 Capacity
End Markets 3Q18 LTM
$ in millions
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
Adj. EBITDA ex. Pori Adj. EBITDA Margin
Adj. EBITDA ex. Pori Adj. EBITDA MarginPori EBITDA Adjustment
243
572
349
84 84
-58 12
312
443 63
127
100
33 50 50
49
75
41
17%
30%
22%
6% 7%
(1%)
4%
24%
29%
2010 2011 2012 2013 2014 2015 2016 2017 3QLTM
24 41
78
107 86
125 124
75 10
7
15
20
33
18 23
9%
12%
23%
29%31% 31% 32%
19%
4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18
Plastics34%
Architectural Coatings
28%
Industrial Coatings
15%
Inks6%
Fibers & Films 8%Other
3%
Personal Care,
Food,
Pharmaceuticals &
Active Materials
6%
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
(2) Mid-cycle EBITDA estimate, based on the timing of plant commissioning
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
Will reestablish Venator as a leading supplier of
specialty grade TiO2
Expect pricing and demand to remain solid
Investment to target higher margin specialty grades of
TiO2
Estimated annual adjusted EBITDA contribution of
~$30mm in 2020(2) and more than $60mm in 2023(2)
Margin Differential: Specialty vs. Functional(1)
Functional
TiO2
Specialty
TiO2
Close Pori and Transfer Technology
7(1) Wind-down, capex costs and unabsorbed fixed costs from June 30, 2018
(2) Excludes prior Pori capex and clean up costs through 2Q18
(3) Mid-cycle EBITDA estimate, based on the timing of plant commissioning
Projected Cash Costs Related to Pori
Venator has flexibility in timing of capex spend and will be prudent with the introduction of capacity
$100mm of cash costs related to the Pori closure are incurred after 2021
Pori will continue to operate at reduced rates thru 2021
Estimated annual adjusted EBITDA contribution of ~$30mm in 2020(3) and more than $60mm in
2023(3)
Estimated Costs 2018 2019 >2020 Total
Pori capex and project wind-down costs ~$130(1) -- -- ~$130(1)
Capex to strengthen existing network -- $40-$70 $80-$110 ~$150
Pori estimated closure costs -- $50 $100 ~$150
Estimated cost of implementation ~$130 $90-$120 $180-$210 ~$430
…of which are expected capital expenditures(2) ~$100 $40-$70 $80-$110 ~$250
$ in millions
Transfer core specialty and differentiated capacity to other sites
Venator Avg. Chloride Venator Avg. Chloride
Ilmenite Sulfate Slag Chloride Slag Rutile
2019F2018F
Favorable market structure for sulfate ores
Sulfate Production Provides Ore Cost
Advantage
(1) Assumes a 75% slag/25% rutile blend
Source: Management estimates8
Ore purchasing price ($/t) Characteristics
Sulfate Chloride
Feedstock Ilmenite Chloride Slag
Capital Intensity Low High
Energy Usage Low High
Number of
Producers>20 <5
Largest
Producer Share<15% ~70%
Ore blend provides cost advantage ($/t)
$0
$200
$400
$600
$800
$1,000
$1,200
2014 2015 2016 2017 2018F 2019F 2020F 2021F
Ilmenite Rutile Sulfate Slag Chloride Slag
19%
21%
1822
1613
22 21
15 15
24 23
12
12%
13%
12%
9%
14%
13%
10% 10%
14%
13%
8%
1Q 162Q 163Q 16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18
Performance AdditivesStable earnings and cash generative business
9
$ in millions
2017 Revenues
End Markets
Annual EBITDA History(1)
Quarterly EBITDA History
Segment
Revenues
$0.6billion
Segment
Adjusted EBITDA
$74million
CONSTRUCTION
COATINGS
3Q18 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 74
15%16%
13%15%
14%
12%12% 12% 12%
2010 2011 2012 2013 2014 2015 2016 2017 3QLTM
Segment Adj. EBITDA Segment Adj. EBITDA Margin
Plastics15%
Architectural Coatings
14%
Industrial Coatings
11%
Construction44%
Agriculture & Water 4%
Fibres & Films3%
Other3%
Personal Care,
Food,
Pharmaceuticals &
Active Materials
6%
Functional
Additives
Performance Additives
Source: Company filings10
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
36%
37%
27%
3Q18 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
Why Venator?
11
Leader in Specialty
TiO2 with Sulfate Ore
Advantage
Significant EBITDA margin improvement over the past three years
$47 million of incremental EBITDA benefit realized through 3Q18
Successful Business
Transformation
Strong Balance Sheet
Complementary
Performance Additives
Business
Market leader in high-value specialty TiO2
Pori transfer & strengthen program expected to generate $30 million of annual
adjusted EBITDA in 2020, and more than $60 million in 2023
Sulfate production provides an ore cost advantage
Global provider of performance additives, with market leading positions in attractive
segments
Cash generative business with low capital intensity
Strong balance sheet provides additional optionality
Attractive tax profile with ~$1 billion of NOLs
Appendix
12
Pro Forma Adj. EBITDA Reconciliation
(1) Adjusted to include Rockwood pro forma
(2) Pro forma for incremental $40mm standalone public company costs; excluding 3Q17, 3Q18 and 3Q18 LTM which reflects corporate costs as reported
(3) Pro forma 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)13
$ in millions 2010 2011 2012 2013 2014 2015 2016 2017 3Q17 3Q18 3Q18 LTM
Net Income/(Loss) $ (162) $ (352) $ (77) $ 144 $ 53 $ (366) $ (18)
Net income attributable to noncontrolling interests (2) (7) (10) (10) (2) (2) (8)
Net income of discontinued operations – (10) (8) (8) – – –
Interest 2 30 44 40 8 10 41
Taxes (17) (34) (23) 50 14 (55) 34
Depreciation and Amortization 93 100 114 127 35 33 135
EBITDA $ (86) $ (273) $ 40 $ 343 $ 108 $ (380) $ 184
Acquisition and integration expense 45 44 11 5 4 5 10
Separation gain – – – 7 – – 8
US income tax reform – – – (34) – – (34)
Purchase accounting adjustments 13 – – – – – –
(Gain) loss on disposition of business (1) 1 (22) – – – 2
Certain legal settlements and related expense 3 3 2 1 – – 1
Amortization of pension and postretirement actuarial losses 11 9 10 17 5 3 14
Net plant incident costs – 4 1 4 1 21 (252)
Restructuring, impairment, and plant closing costs 62 220 35 52 16 428 576
Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 134 $ 77 $ 509
Corporate and other 29 53 53 64 8 10 49
Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 142 $ 87 $ 558
Titanium Dioxide Segment EBITDA(1) 306– 699– 449– 117 134 (8) 61 387 127 75 484
Performance Additives Segment EBITDA(1) 103– 119– 89– 98 91 69 69 72 15 12 74
Public company standalone costs(2) (40) (40) (40) (40) (40) (40) (40) (40) (8) (10) (49)
Business improvement program unrealized(3) – – – – – – – 37 12 6 23
1Q17 impact from Pori Fire – – – – – – – 15 – – –
Pori related EBITDA adjustment (63) (127) (100) (33) (50) (50) (49) (75) (20) – (74)
Pro forma Adjusted EBITDA $ 306 $ 651 $ 398 $ 142 $ 135 $ (29) $ 41 $ 396 $ 126 $ 83 $ 458