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Alembic Global Advisors
Deer Valley ConferenceFebruary 28-March 1, 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, 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 and other risk factors as discussed in our annual report on Form 10-K filed on February
20, 2019.
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)
2018
Revenue (mm) $2,265
Adj. EBITDA (mm) $436
% margin 19%
2018
Revenue (mm) $1,666
Adj. EBITDA (mm) $417
% margin 25%
2018
Revenue (mm) $599
Adj. EBITDA (mm) $62
% margin 10%
Titanium Dioxide Performance Additives
Se
gm
en
tR
ep
res
en
tati
ve
Cu
sto
me
rs
(1) 2018 Revenues
Architectural Coatings
28%
Industial Coatings
14%Plastics
36%
Inks5%
Fibres & Films9%
Other3%
Personal Care, Food,
Pharmaceuticals & Active Materials
5%
Architectural Coatings
14%
Industial Coatings
12%
Construction42%
Plastics16%
Fibres & Films3%
Agriculture & Water
4%
Other3%
Personal Care, Food,
Pharmaceuticals & Active
Materials
6%
Pori EBITDA Adjustment
Titanium DioxideUnderlying industry fundamentals remain intact
4
Chemours17%
Cristal11%
Venator9%
Lomon Billions9%Kronos
7%
Tronox6%
Others41%
2018 Revenues Source: Management Estimates
Segment
Revenues
$1.7billion
Segment
Adjusted EBITDA
$417million
COATINGS
INKS
2018 Nameplate Capacity; based on management estimates
TiO2 Capacity
End Markets 2018
$ 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
312 376
63
127
100
33 50 50
49
75 41
17%
30%
22%
6% 7%
(1%)
4%
24% 25%
2010 2011 2012 2013 2014 2015 2016 2017 2018
24 41
78
107 86
125 124
75 52
10
7
15
20
33
18 23
9%
12%
23%
29%31% 31% 32%
19%
14%
4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18
Personal Care, Food,
Pharmaceuticals & Active
Materials
5%
Architectural Coatings
28%
Industial Coatings
14%Plastics36%
Inks5%
Fibres & Films9%
Other3%
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
Will strengthen Venator’s leading position in specialty
grade TiO2
Expect pricing and demand to remain solid
Investment to target higher margin specialty grades of
TiO2
Margin Differential: Specialty vs. Functional(1)
Functional
TiO2
Specialty
TiO2
13
22 21
15 15
24 23
12
3
9%
14%
13%
10% 10%
14%13%
8%
3%
4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18
Performance AdditivesStable annual earnings and cash generative business
7
$ in millions
2018 Revenues
End Markets
Annual EBITDA History(1)
Quarterly EBITDA History
Segment
Revenues
$0.6billion
Segment
Adjusted EBITDA
$62million
CONSTRUCTION
COATINGS
2018Source: 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
15%16%
13%15%
14%
12%12% 12%
10%
2010 2011 2012 2013 2014 2015 2016 2017 2018
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%
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
36%
37%
27%
2018 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
2019 2020
~$10
~$35
Delivery on Business Improvement Programs
9
2017 Program Highlights
2019 Business Improvement Program
2019 Program Highlights
❑ $5 million of incremental benefit captured in 4Q18
❑ $52 million of cumulative benefit captured through 4Q18
❑ $60 million fixed cost run-rate benefit expected to be
captured in 1Q19(1)
– Actions to deliver incremental benefit are complete
❑ $30 million of volumetric benefits remain dependent on
market conditions
$ in millions
(1) Cumulative adjusted EBITDA benefit compared to year-end 2016 baseline
(2) Cumulative adjusted EBITDA benefit compared to year-end 2018 baseline
Program launched in December 2018 in response to
current economic and demand environment
– Commenced initial actions in 4Q18
Target $40 million of annual adjusted EBITDA benefit
– Expect to exit 2020 at the targeted run-rate(2)
– Estimated cash restructuring costs of ~$15 million
Target $60 million of working capital reduction in 2019
compared to 2018
2017 Business Improvement Program
$ in millions
Expect to deliver an additional ~$40mm annual EBITDA benefit
$3
$12
$24
$34$41
$47$52
2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18
Cash Uses
(1) Excludes Pori related expenses in 2018 and includes $25 million of specialty technology transfer capital expenditures in 2019
(2) Includes Pori wind-down costs, closure costs and prior capital expenditures at Pori unrelated to the transfer program
(3) Mid-cycle EBITDA estimate, based on the timing of plant commissioning10
Cash Uses 2018 2019E
Adjusted EBITDA $436
Capital expenditures(1) (114) ~(130)
Cash interest (46) (40)-(45)
Primary working capital change (105) ~60
Restructuring(1) (37) (30)-(35)
Other (includes pension)(1) (78) (60)-(70)
Cash income taxes(34)
13% 10 - 15%
Pori cash expenses, net(2) (60) (65)-(70)
Total free cash flow $(38)
$ in millions
On-track with total combined project wind-
down and estimated closure costs
associated with Pori
Focused on transferring core specialty
technology from Pori to sites elsewhere in
our network
– Estimated annual adjusted EBITDA from
transfer program of ~$15mm(3) in 2020 and
~$40mm(3) in 2023
Deferred capacity strengthening actions
Comment
See Appendix for reconciliations and important explanatory notes
Why Venator?
11
Leading Producer of
Specialty TiO2
Successfully completed actions expected to deliver the fixed cost reduction target of
$60 million as part of the 2017 Business Improvement Program
Commenced the 2019 Business Improvement Program which is expected to deliver
$40 million in annual run-rate adjusted EBITDA improvement in 2020
Successful Business
Transformation
Attractive Financial
Position
Complementary
Performance Additives
Business
Market leader in high-value specialty TiO2
Advancing with the transfer of specialty technology from Pori to other sites
Global provider of performance additives, with market leading positions
Cash generative business with low capital intensity
Strong balance sheet provides additional optionality
Attractive tax profile with ~$1.1 billion of NOLs
Appendix
12
Pro Forma Adj. EBITDA Reconciliation
(1) Adjusted to include Rockwood pro forma
(2) Pro-forma estimates, 2010-2017
(3) Pro forma for unrealized benefit from the $60mm cost reduction element of the 2017 Business Improvement Program (excludes the $30mm of volume benefit from the 2017 Business Improvement Program)13
$ in millions 2010 2011 2012 2013 2014 2015 2016 2017 2018
Net Income/(Loss) $ (162) $ (352) $ (77) $ 144 $ (157)
Net income attributable to noncontrolling interests (2) (7) (10) (10) (6)
Net income of discontinued operations – (10) (8) (8) –
Interest 2 30 44 40 40
Taxes (17) (34) (23) 50 (8)
Depreciation and Amortization 93 100 114 127 132
EBITDA $ (86) $ (273) $ 40 $ 343 $ 1
Business acquisition and integration expenses 45 44 11 5 20
Separation expense, net – – – 7 2
US income tax reform – – – (34) –
Purchase accounting adjustments 13 – – – –
(Gain) loss on disposition of businesses/assets (1) 1 (22) – 2
Certain legal settlements and related expense 3 3 2 1 –
Amortization of pension and postretirement actuarial losses 11 9 10 17 15
Net plant incident costs (credits) – 4 1 4 (232)
Restructuring, impairment, and plant closing costs 62 220 35 52 628
Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 436
Corporate and other 29 53 53 64 43
Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 479
Titanium Dioxide Segment EBITDA(1) 306– 699– 449– 117 134 (8) 61 387 417
Performance Additives Segment EBITDA(1) 103– 119– 89– 98 91 69 69 72 62
Public company standalone costs(2) (40) (40) (40) (40) (40) (40) (40) (40) (43)
Business improvement program unrealized(3) – – – – – – – 37 20
1Q17 impact from Pori Fire – – – – – – – 15 –
Pori related EBITDA adjustment (63) (127) (100) (33) (50) (50) (49) (75) (41)
Pro forma Adjusted EBITDA $ 306 $ 651 $ 398 $ 142 $ 135 $ (29) $ 41 $ 396 $ 415