UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10‑Q
(Check one)10-Q

þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20182019
OR
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-38176


logo2019q110qimage1a01.jpg
Venator Materials PLC
(Exact name of registrant as specified in its charter)

England and Wales98‑137315998-1373159
(State or other jurisdiction(I.R.S. Employer Identification No.)
of incorporation or organization) 
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22, 5FD, United Kingdom
+44 (0) 1740 608 001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an "emergingemerging growth company." See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company",company," and "emerging growth company," in Rule 12b‑212b-2 of the Exchange Act. (Check one):
Large accelerated filer oþ
Accelerated filer o
Non-accelerated filer þo
Smaller reporting company o
Emerging growth company o
(Do not check if a smaller reporting company)



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑212b-2 of the Exchange Act).
YES o NO þ
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, $0.001 par value per shareVNTRNew York Stock Exchange


As of April 20, 2018,May 2, 2019, the registrant hashad outstanding 106,401,124106,558,572 ordinary shares, $0.001 par value per share.

 

Table of Contents
VENATOR MATERIALS PLC AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10‑Q FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 20182019


TABLE OF CONTENTS
  Page
GENERAL
2
NOTE REGARDING FORWARD-LOOKING STATEMENTS
2
   
PART I
FINANCIAL INFORMATION
4
   
ITEM 1.
Condensed Consolidated and Combined Financial Statements (Unaudited)
4
   
 
Condensed Consolidated and Combined Balance Sheets
4
Condensed Consolidated Statements of Operations
5
   
 
Condensed Consolidated and Combined Statements of OperationsComprehensive (Loss) Income
6
   
 
Condensed Consolidated and Combined Statements of Comprehensive Income (Loss)Equity
7
   
 
Condensed Consolidated and Combined Statements of Equity
8
Condensed Consolidated and Combined Statements of Cash Flows
98
   
 
Notes to Unaudited Condensed Consolidated and Combined Financial Statements
109
   
ITEM 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2726
   
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
4034
   
ITEM 4. 
Controls and Procedures
4135
   
PART II
OTHER INFORMATION
4237
   
ITEM 1.
Legal Proceedings
4237
   
ITEM 1A.
Risk Factors
42
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
4337
   
ITEM 6. 
Exhibits
4338
   
 
Signatures
4539

Venator Materials PLC and our other registered and common-law trade names, trademarks, and service marks appearing in this Quarterly Report on Form 10‑Q for the three months ended March 31, 2018 (“Quarterly Report”2019 (this "Quarterly Report") are the property of Venator Materials PLC or our subsidiaries.

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GENERAL

Except when the context otherwise requires or where otherwise indicated, (1) all references to “Venator,”"Venator," the “Company,” “we,” “us”"Company," "we," "us" and “our”"our" refer to Venator Materials PLC and its subsidiaries, or, as the context requires, the historical Pigments and Additives business of Huntsman, (2) all references to “Huntsman”"Huntsman" refer to Huntsman Corporation our controlling shareholder, and its subsidiaries, (3) all references to the “Titanium Dioxide”"Titanium Dioxide" segment or business refer to the titanium dioxide ("TiO2") business of Venator, or, as the context requires, the historical Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (4) all references to the “Performance Additives”"Performance Additives" segment or business refer to the functional additives, color pigments, timber treatment and water treatment businesses of Venator, or, as the context requires, the Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (5) all references to “other businesses” refer to certain businesses that Huntsman retained in connection with the separation and that are reported as discontinued operations in our consolidated and combined financial statements, (6) all references to “Huntsman International” refer to Huntsman International LLC, a wholly-owned subsidiary of Huntsman and the entity through which Huntsman operates all of its businesses, (7) we refer to the internal reorganization prior to our initial public offering ("IPO"), the separation transactions initiated to separate the Venator business from Huntsman’s other businesses, including the entry into and effectiveness of the separation agreement and ancillary agreements, and the financing arrangements and debt, comprising the senior secured term loan facility (the "Term Loan Facility"), the asset-based revolving facility (the "ABL Facility" and, together with the Term Loan Facility, the "Senior Credit Facilities") and the 5.75% senior notes due 2025 (the "Senior Notes"), including the use of the net proceeds of the Senior Credit Facilities and the Senior Notes, which were used to repay intercompany debt we owed to Huntsman and to pay related fees and expenses, as the “separation” and (8) the “Rockwood acquisition” refers to Huntsman’s acquisition of the performance and additives and TiO2 businesses of Rockwood Holdings, Inc. (“Rockwood”) completed"separation," which occurred on October 1, 2014.August 8, 2017.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this report contains “forward-looking statements”"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934.1934 (the "Exchange Act"). All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, construction cost estimates, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, spin-offs, or other distributions, strategic opportunities, securities offerings, share repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; legal proceedings, environmental, health and safety (“EHS”("EHS") matters, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. In some cases, forward-looking statements can be identified by terminology such as “believes,”"believes," "expects,” “may,” “will,” “should,” “anticipates,” “estimates”" "may," "will," "should," "anticipates," "estimates" or “intends”"intends" or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. Important factors that may materially affect such forward-looking statements and projections include:

volatile global economic conditions;
•
cyclical and volatile titanium dioxide (“TiO2”) products markets; product applications;
highly competitive industries and the need to innovate and develop new products;
our ability to successfully transfer production of certain specialty and differentiated products from our Pori, Finland manufacturing facility to other sites within our manufacturing network and the costs associated with such transfer and the closure of the facility;
economic conditions and regulatory changes following the likely exit of the United Kingdom (the "U.K.") from the European Union ("EU");
•
increased manufacturing regulations for some of our products, including the outcome of the pending potential classification of TiO2 as a carcinogen in the European Union (“EU”)EU or any increased regulatory scrutiny;
disruptions in production at our manufacturing facilities and our ability to cover resulting costs, including construction costs, and lost revenue with insurance proceeds;
fluctuations in currency exchange rates and tax rates;

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•
disruptions in production at our manufacturing facilities and our ability to cover resulting costs, including construction costs, and lost revenue with insurance proceeds, including at our TiO2 manufacturing facility in Pori, Finland;
fluctuations in currency exchange rates and tax rates;
price volatility or interruptions in supply of raw materials and energy;
our ability to realize financial and operational benefits from our business improvement plans and initiatives;
changes to laws, regulations or the interpretation thereof;
significant investments associated with effortsour ability to successfully grow and transform our business;business, including by way of acquisitions, divestments and restructuring initiatives;
differences in views with our joint venture participants;
high levels of indebtedness;
EHS laws and regulations;
our ability to obtain future capital on favorable terms;
seasonal sales patterns in our product markets;
our ability to successfully defend legal claims against us, including antitrust claims;or to pursue legal claims against third parties;
our ability to adequately protect our critical information technology systems;
economic conditions and regulatory changes following the likely exit of the United Kingdom (the “U.K.”) from the EU;our ability to comply with expanding data privacy regulations;
failure to maintain effective internal controls over financial reporting and disclosure;
our indemnification of Huntsman and other commitments and contingencies;
financial difficulties and related problems experienced by our customers, vendors, suppliers and other business partners;
failure to enforce our intellectual property rights;
our ability to effectively manage our labor force; and
conflicts, military actions, terrorist attacks, cyber-attacks and general instability; andinstability.
our ability to realize the expected benefits of our separation from Huntsman.

All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements whether because of new information, future events or otherwise, except as required by securities and other applicable law.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks disclosedset forth in “Part"Part II. Item 1A. Risk Factors.”."

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PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (UNAUDITED)

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VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
(Unaudited)
(In millions, except par value)March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
ASSETS
Current assets:      
Cash and cash equivalents(a)
$223
 $238
$80
 $165
Accounts receivable (net of allowance for doubtful accounts of $5 each)(a)
438
 380
Accounts receivable (net of allowance for doubtful accounts of $4 and $5, respectively)(a)
400
 351
Accounts receivable from affiliates14
 12
10
 —
Inventories(a)
482
 454
503
 538
Prepaid expenses15
 19
17
 20
Other current assets78
 66
53
 51
Total current assets1,250
 1,169
1,063
 1,125
Property, plant and equipment, net(a)
1,444
 1,367
985
 994
Operating lease right-of-use assets44
 —
Intangible assets, net(a)
19
 20
15
 16
Investment in unconsolidated affiliates81
 86
84
 83
Deferred income taxes166
 167
178
 178
Other noncurrent assets38
 38
97
 89
Total assets$2,998
 $2,847
$2,466
 $2,485
LIABILITIES AND EQUITY   LIABILITIES AND EQUITY
Current liabilities:      
Accounts payable(a)
$386
 $385
$331
 $382
Accounts payable to affiliates16
 16
15
 18
Accrued liabilities(a)
269
 244
124
 135
Current operating lease liability10
 —
Current portion of debt(a)
9
 14
7
 8
Total current liabilities680
 659
487
 543
Long-term debt743
 743
739
 740
Deferred income taxes2
 —
Operating lease liability36
 —
Other noncurrent liabilities302
 306
298
 313
Noncurrent payable to affiliates34
 34
34
 34
Total liabilities1,761
 1,742
1,594
 1,630
Commitments and contingencies (Notes 11 and 12)
 
Commitments and contingencies (Notes 12 and 13)
 
Equity      
Ordinary shares $0.001 par value, 200 shares authorized, 106 issued and outstanding each—
 —
Ordinary shares $0.001 par value, 200 shares authorized, each, 107 and 106 issued and outstanding, respectively—
 —
Additional paid-in capital1,312
 1,311
1,317
 1,316
Retained earnings145
 67
Retained deficit(99) (96)
Accumulated other comprehensive loss(230) (283)(354) (373)
Total Venator Materials PLC shareholders' equity1,227
 1,095
864
 847
Noncontrolling interest in subsidiaries10
 10
8
 8
Total equity1,237
 1,105
872
 855
Total liabilities and equity$2,998
 $2,847
$2,466
 $2,485
     
(a) 
At March 31, 20182019 and December 31, 2017, $9 and $5 of cash and cash equivalents, $6 and $7 of accounts receivable, (net), $1 and $2 of inventories, $5 each of property, plant and equipment, (net), $17 each of intangible assets, (net), $1 each of accounts payable, $3 and $4 of accrued liabilities, and $2 each of current portion of debt, respectively,2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above.above: $5 each of cash and cash equivalents; $6 and $5 of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $14 each of intangible assets, net; $1 each of accounts payable; $3 and $4 of accrued liabilities; and $2 each of current portion of debt, respectively. See "Note 5."Note 6. Variable Interest Entities.Entities."

See notes to unaudited condensed consolidated and combinedfinancial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three months ended
March 31,
(Dollars in millions, except per share amounts)2019 2018
Trade sales, services and fees, net$562
 $622
Cost of goods sold486
 454
Operating expenses:   
Selling, general and administrative47
 54
Restructuring, impairment, and plant closing and transition costs12
 9
Other operating expense (income), net8
 (3)
Total operating expenses67
 60
Operating income9
 108
Interest expense(14) (13)
Interest income3
 3
Other income1
 2
(Loss) income before income taxes(1) 100
Income tax expense(1) (20)
Net (loss) income(2) 80
Net income attributable to noncontrolling interests(1) (2)
Net (loss) income attributable to Venator$(3) $78
    
Net (losses) earnings per share:   
Basic (loss) income attributable to Venator Materials PLC ordinary shareholders$(0.03) $0.73
Diluted (loss) income attributable to Venator Materials PLC ordinary shareholders$(0.03) $0.73

See notes to unaudited condensed consolidated financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONSCOMPREHENSIVE INCOME
(Unaudited)
 Three months ended
March 31,
(Dollars in millions, except per share amounts)2018 2017
Trade sales, services and fees, net$622
 $537
Cost of goods sold454
 465
Operating expenses:   
Selling, general and administrative (includes corporate allocations from Huntsman Corporation of nil and $24, respectively)54
 50
Restructuring, impairment, and plant closing and transition costs9
 26
Other (income) expense, net(3) 10
Total operating expenses60
 86
Operating income (loss)108
 (14)
Interest expense(13) (14)
Interest income3
 2
Other income2
 1
Income (loss) from continuing operations before income taxes100
 (25)
Income tax (expense) benefit(20) 4
Income (loss) from continuing operations80
 (21)
Income from discontinued operations, net of tax—
 8
Net income (loss)80
 (13)
Net income attributable to noncontrolling interests(2) (3)
Net income (loss) attributable to Venator$78
 $(16)
    
Basic earnings (loss) per share:   
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders$0.73
 $(0.23)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders—
 0.08
Net income (loss) attributable to Venator Materials PLC ordinary shareholders$0.73
 $(0.15)
    
Diluted earnings (loss) per share:   
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders$0.73
 $(0.23)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders—
 0.08
Net income (loss) attributable to Venator Materials PLC ordinary shareholders$0.73
 $(0.15)
 Three months ended
March 31,
(Dollars in millions)2019 2018
Net (loss) income$(2) $80
Other comprehensive income, net of tax:   
Foreign currency translation adjustment11
 57
Pension and other postretirement benefits adjustments4
 3
Hedging instruments4
 (7)
Total other comprehensive income, net of tax19
 53
Comprehensive income17
 133
Comprehensive income attributable to noncontrolling interest(1) (2)
Comprehensive income attributable to Venator$16
 $131

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)EQUITY
(Unaudited)
 Three months ended
March 31,
(Dollars in millions)2018 2017
Net income (loss)$80
 $(13)
Other comprehensive income (loss), net of tax:   
Foreign currency translation adjustment57
 5
Pension and other postretirement benefits adjustments3
 4
Hedging instruments(7) —
Total other comprehensive income (loss), net of tax53
 9
Comprehensive income (loss)133
 (4)
Comprehensive income attributable to noncontrolling interest(2) (3)
Comprehensive income (loss) attributable to Venator$131
 $(7)
 Total Venator Materials PLC Equity    
 Ordinary Shares Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest in Subsidiaries Total
(In millions)SharesAmount     
Balance, January 1, 2019106
$—
 $1,316
 $(96) $(373) $8
 $855
Net (loss) income—
—
 —
 (3) —
 1
 (2)
Net changes in other comprehensive income—
—
 —
 —
 19
 —
 19
Dividends paid to noncontrolling interests—
—
 —
 —
 —
 (1) (1)
Activity related to stock plans1
—
 1
 —
 —
 —
 1
Balance, March 31, 2019107
$—
 $1,317
 $(99) $(354) $8
 $872

 Total Venator Materials PLC Equity    
 Ordinary Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest in Subsidiaries Total
(In millions)SharesAmount     
Balance, January 1, 2018106
$—
 $1,311
 $67
 $(283) $10
 $1,105
Net income—
—
 —
 78
 —
 2
 80
Net changes in other comprehensive income—
—
 —
 —
 53
 —
 53
Dividends paid to noncontrolling interests—
—
 —
 —
 —
 (2) (2)
Activity related to stock plans—
—
 1
 —
 —
 —
 1
Balance, March 31, 2018106
$—
 $1,312
 $145
 $(230) $10
 $1,237

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EQUITYCASH FLOWS
(Unaudited)
 Total Venator Materials PLC Equity    
(Dollars in millions)Parent's Net Investment and Advances Ordinary Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest in Subsidiaries Total
Balance, January 1, 2018$—
 $—
 $1,311
 $67
 $(283) $10
 $1,105
Net income—
 —
 —
 78
 —
 2
 80
Net changes in other comprehensive income—
 —
 —
 —
 53
 —
 53
Dividends paid to noncontrolling interests—
 —
 —
 —
 —
 (2) (2)
Activity related to stock plans—
 —
 1
 —
 —
 —
 1
Balance, March 31, 2018$—
 $—
 $1,312
 $145
 $(230) $10
 $1,237

 Total Venator Materials PLC Equity    
(Dollars in millions)Parent's Net Investment and Advances Ordinary Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest in Subsidiaries Total
Balance, January 1, 2017$588
 $—
 $—
 $—
 $(423) $12
 $177
Net (loss) income(16) —
 —
 —
 —
 3
 (13)
Net changes in other comprehensive loss—
 —
 —
 —
 9
 —
 9
Dividends paid to noncontrolling interests—
 —
 —
 —
 —
 (4) (4)
Net changes in parent’s net investment and advances106
 —
 —
 —
 —
 2
 108
Balance, March 31, 2017$678
 $—
 $—
 $—
 $(414) $13
 $277
 Three months ended March 31,
(Dollars in millions)2019 2018
Operating Activities:   
Net (loss) income$(2) $80
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:   
Depreciation and amortization26
 34
Deferred income taxes(1) 9
Noncash restructuring and impairment charges4
 3
Insurance proceeds for business interruption, net of gain on recovery—
 19
Noncash loss (gain) on foreign currency transactions4
 (4)
Other, net4
 2
Changes in operating assets and liabilities:   
Accounts receivable(61) (50)
Inventories35
 (12)
Prepaid expenses3
 5
Other current assets(2) (9)
Other noncurrent assets—
 1
Accounts payable(22) 7
Accrued liabilities(8) (27)
Other noncurrent liabilities(9) (7)
Net cash (used in) provided by operating activities(29) 51
Investing Activities:   
Capital expenditures(52) (73)
Cash received from unconsolidated affiliates6
 9
Investment in unconsolidated affiliates(7) (3)
Net cash used in investing activities(53) (67)
Financing Activities:   
Repayment of third-party debt(2) (6)
Dividends paid to noncontrolling interests(1) (2)
Net cash used in financing activities(3) (8)
Effect of exchange rate changes on cash—
 9
Net change in cash and cash equivalents(85) (15)
Cash and cash equivalents at beginning of period165
 238
Cash and cash equivalents at end of period$80
 $223
Supplemental cash flow information:   
Cash paid for interest$18
 $19
Cash paid for income taxes1
 15
Supplemental disclosure of noncash activities:   
Capital expenditures included in accounts payable as of March 31, 2019 and 2018, respectively$36
 $33

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three months ended
March 31,
(Dollars in millions)2018 2017
Operating Activities:   
Net income (loss)$80
 $(13)
Income from discontinued operations, net of tax—
 (8)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Depreciation and amortization34
 30
Deferred income taxes9
 (7)
Noncash restructuring and impairment charges3
 3
Insurance proceeds for business interruption, net of gain on recovery19
 —
Noncash interest expense—
 10
Noncash (loss) gain on foreign currency transactions(4) 7
Other, net2
 (2)
Changes in operating assets and liabilities:   
Accounts receivable(50) (4)
Inventories(12) (1)
Prepaid expenses5
 29
Other current assets(9) (1)
Other noncurrent assets1
 2
Accounts payable7
 6
Accrued liabilities(27) (22)
Other noncurrent liabilities(7) (8)
Net cash provided by operating activities from continuing operations51
 21
Net cash provided by operating activities from discontinued operations—
 1
Net cash provided by operating activities51
 22
Investing Activities:   
Capital expenditures(73) (19)
Insurance proceeds for recovery of property damage—
 54
Net advances to affiliates—
 (90)
Cash received from unconsolidated affiliates9
 12
Investment in unconsolidated affiliates(3) (15)
Net cash used in investing activities from continuing operations(67) (58)
Net cash used in investing activities from discontinued operations—
 (1)
Net cash used in investing activities(67) (59)
Financing Activities:   
Repayment of third-party debt(6) —
Net borrowings from affiliate accounts payable—
 45
Dividends paid to noncontrolling interests(2) (4)
Net cash (used in) provided by financing activities(8) 41
Effect of exchange rate changes on cash9
 1
Net change in cash and cash equivalents, including discontinued operations(15) 5
Cash and cash equivalents at beginning of period, including discontinued operations238
 30
Cash and cash equivalents at end of period, including discontinued operations$223
 $35
Supplemental cash flow information:   
Cash paid for interest19
 $2
Cash paid for income taxes15
 2
Supplemental disclosure of noncash activities:   
Capital expenditures included in accounts payable as of March 31, 2018 and 2017, respectively33
 $8
Settlement of long-term notes payable/notes receivable with affiliates—
 (12)

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Note 1. General, Description of Business, Recent Developments and Basis of Presentation

General

For convenience in this report, the terms “our,” “us,” “we”"Venator," "we," "us" or “Venator”"our" may be used to refer to Venator Materials PLC and unless the context otherwise requires, its subsidiaries.

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 primarily TiO2, and operates eight TiO2 manufacturing facilities across the globe, predominantly in Europe.globe. The Performance Additives segment manufactures and sells functional additives, color pigments, timber treatment and water treatment chemicals. This segment operates 18 color pigments, functional additives, water treatment and timber treatment16 manufacturing and processing facilities in Europe, North America, Asia and Australia.globally.

In conjunction with our IPO completed on August 8, 2017, we entered into a separation agreement to effect the separation of the Titanium Dioxide and Performance Additives businesses from Huntsman. This arrangement is referred to herein as the "separation."

Recent Developments

Pori Fire

On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively, with an aggregate limit of $500 million.

On April 13, we received a final payment from our insurers of €191 million, or $236 million, bringing our total insurance receipts to €468 million, or $551 million, which was the limit of our insurance proceeds. We elected to receive the insurance proceeds in Euro in order to match the currency of the related business interruption losses and capital expenditures resulting from the Pori fire. During the first quarter of 2018, we received €52 million, or $62 million, of insurance proceeds, while €225 million, or $253 million, was received during 2017.

The fire at our Pori facility did not have a material impact on our 2018 first quarter or our 2017 year to date operating results, as losses incurred were offset by insurance proceeds. Prior to adjustment for insurance proceeds, we recorded a loss of $31 million for the write-off of fixed assets and lost inventory in cost of goods sold in our consolidated and combined statements of operations for the year ended December 31, 2017. In addition, we recorded a loss of $27 million for cleanup and other non-capital reconstruction costs in cost of goods sold through March 31, 2018, of which $24 million was recorded during 2017.

During the first quarter of 2018, we recorded $46 million of income related to property damage and business interruption insurance recoveries in cost of goods sold in our consolidated and combined statements of operations to offset property damage and business interruption losses recorded during the period, while $189 million was recognized during the year ended December 31, 2017. We recorded $88 million and $68 million as deferred income in accrued liabilities as of March 31, 2018 and December 31, 2017, respectively, for insurance proceeds received for costs not yet incurred.

Basis of Presentation

Venator’sOur 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, financial position 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 and combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP” or “U.S. GAAP”). Priorand notes to the separation, Venator’s operations were included in Huntsman’s financial results in different legal forms, including but not

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limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which are comprised of other businesses and include the Titanium Dioxide and Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives and other businesses are the primary beneficiaries. The unaudited condensed consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to Venator, as well as allocations of direct and indirect corporate expenses, which are based upon an allocation method thatincluded in the opinion of management is reasonable. Such corporate cost allocation transactions between Venator and Huntsman have been considered to be effectively settled for cash in the unaudited condensed consolidated and combined financial statements at the time the transaction is recorded and the net effect of the settlement of these intercompany transactions is reflected in the unaudited condensed consolidated and combined statements of cash flows as a financing activity. Because the historical unaudited condensed consolidated and combined financial informationAnnual Report on Form 10‑K for the periods indicated reflect the combination of these legal entities under common control, the historical unaudited condensed consolidated and combined financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see “Note 15. Discontinued Operations.”

For purposes of these unaudited condensed consolidated and combined financial statements, all significant transactions with Huntsman International have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated.

Prior to the separation, Huntsman's executive, information technology, environmental, health and safety and certain other corporate departments performed certain administrative and other services for Venator. Additionally, Huntsman performed certain site services for Venator. Expenses incurred by Huntsman and allocated to Venator were determined based on specific services provided or are allocated based on Venator’s total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations are reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil and $24 million for the three monthsyear ended MarchDecember 31, 2018 and 2017, respectively.for our Company.

In the notes to unaudited condensed consolidated and combined financial statements, all dollar and share amounts in tabulations are in millions unless otherwise indicated.

Recent Developments

Acquisition of Tronox European Paper Laminates Business

On April 26, 2019, we completed our acquisition of the European paper laminates business (the "8120 Grade") from Tronox Limited (“Tronox”) for a purchase price of €8 million payable as follows: €1 million upon completion of the acquisition and the remaining €7 million in two installments over two years. In connection with the acquisition, Tronox will supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed.

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 has been consummated, if the sale of Cristal’s Ashtabula manufacturing complex to us has not been completed. The deadline for such payment is May 13, 2019. On April 26, 2019, Tronox publicly stated that it believes it is not obligated to pay the break fee. Therefore, we may have to seek judicial relief to enforce our agreement concerning the break fee.

Note 2. Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted During the Period

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU along with subsequently issued amendments, outline a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most previously issued revenue recognition guidance. Under this guidance, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. These ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We adopted these ASUs effectiveEffective January 1, 2018 and2019, we have electedadopted ASU No. 2016-02, Leases (Topic 842) using the modified retrospective approach aswhich applies the transition method. As a resultprovisions of the adoption of these amendments, we revised our accounting policy for revenue recognition as detailed in “Note 3. Revenue,” and, except forstandard at the changes noted in "Note 3. Revenue" no material changes have been made to our significant policies disclosed in "Note 1. Description of Business, Recent Developments, Basis of Presentation and Summary of Significant Accounting Policies" of our Annual Report on Form 10-K, filed on February 23, 2018, foreffective date without adjusting the year ended December 31, 2017. The adoption of these ASUs did not have a significant impact on our unaudited condensed consolidated and combined financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interimcomparative periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We adopted the amendments of

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this ASU effective January 1, 2018, and the initialpresented. The adoption of the amendment in this ASU did not impactresult in a cumulative effect adjustment to the opening balance of retained earnings. This ASU requires substantially all leases to be recognized on our unaudited condensed consolidatedthe balance sheet as right-of-use assets ("ROU assets") and combined financial statements.

In March 2017,lease obligations. Additional qualitative and quantitative disclosures are also required. Adoption of the FASB issued ASU No. 2017 07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit costnew standard resulted in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period.recording of an operating lease ROU asset of $47 million and a lease liability of $49 million. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of income from operations. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. We adopted the amendments of this ASU effective January 1, 2018, which impacted the presentation of our financial statements. Our historical presentation of service cost components was consistent with the amendments in this ASU. The other components of net periodic pension and postretirement benefit costs are presented within other nonoperating income, whereas we historically presented these within cost of goods sold and selling, general and administrative expenses. As a result of the retrospective adoption of this ASU cost of goods sold increased by $2 million, selling, general and administrative expenses decreased by $1 million, and other income increased by $1 million withindid not have a material impact on our unaudited condensed consolidated and combined statements of operations or cash flows. Our accounting for the three months ending March 31, 2017.finance leases remained substantially unchanged.

In August 2017,We elected the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvementsfollowing optional practical expedients allowed under the ASU: (i) we applied the package of practical expedients permitting entities not to Accountingreassess under the new standard our prior conclusions about lease identification, classification or initial direct costs for Hedging Activities. The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships as well as the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements to increase the understandability of the results of an entity’s intended hedging strategies. The amendments in this ASU also include certain targeted improvements to ease the application of current guidance relatedany leases existing prior to the assessmenteffective date; (ii) we elected to account for lease and associated non-lease components as a single lease component for all asset classes with the exception of hedge effectiveness. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted in any interim period after the issuance of this ASU. Transition requirementsbuildings and elections should be applied to hedging relationships existing on the date of adoption. For cash flow and net investment hedges, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness, and the amended presentation and disclosure guidance is required only prospectively. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did(iii) we do not impact on our unaudited condensed consolidated and combined financial statements.

Accounting Pronouncements Pending Adoption in Future Periods

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU will increase transparency and comparability among entities by recognizing leaserecognize ROU assets and related lease liabilities onobligations with lease terms of 12 months or less from the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. Reporting entities are required to recognize and measure leases under these amendments at the beginning of the earliest period presented using a modified retrospective approach. We are currently evaluating the impact of the adoption of the amendments in this ASU on our financial statements and believe, based on our preliminary assessment, that we will record significant additional right-of-use assets and lease obligations.commencement date.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive

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income (loss) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). This standard is effective for interim and annual reporting periods beginning after December 15, 2018,2018. The adoption of this ASU did not have a material impact on our unaudited condensed consolidated statement of comprehensive income.

Accounting Pronouncements Pending Adoption in Future Periods

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology with a methodology that reflects expected credit losses. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The new standard is effective for fiscal years beginning after December 15, 2019, with early adoption is permitted.permitted for fiscal years beginning after December 15, 2018. We have not completed our assessment butand we do not anticipate this will have a material impact on our unaudited consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20). The amendments in this ASU add, remove, and combined statement ofclarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU eliminates the requirement to disclose the amounts in accumulated other comprehensive income (loss).expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This standard is effective for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. Since the ASU is related to disclosure requirements only, this adoption will not have a material impact on our consolidated financial statements.

Note 3. RevenueLeases

We accounthave leases for revenues from contractswarehouses, office space, land, office equipment, production equipment and automobiles. ROU assets and lease obligations are recognized at the lease commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets and liabilities are included in operating lease right-of-use assets, current operating lease liabilities, and operating lease liabilities on our condensed consolidated balance sheet. Finance leases ROU assets are included in property, plant and equipment, net, while finance lease liabilities are included in other non-current liabilities. As the implicit rate is not readily determinable in most of our lease arrangements, we use our incremental borrowing rate based on information available at the commencement date in order to determine the net present value of lease payments. We give consideration to our recent debt issuances as well as publicly available data for instruments with customers under ASC 606, Revenue from Contracts with Customers,similar characteristics when calculating our incremental borrowing rates. We have lease agreements that contain lease and non-lease components.


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We determine if an arrangement is a lease or contains a lease at inception. Certain leases contain renewal options that can extend the term of the lease for one year or more. Our leases have remaining lease terms of up to 93 years, some of which became effective January 1, 2018. Asinclude options to extend the lease term for up to 20 years. Options are recognized as part of our ROU assets and lease liabilities when it is reasonably certain that we will extend that option. Sublease arrangements and leases with residual value guarantees, sale leaseback terms or material restrictive covenants, are immaterial. Lease payments include fixed and variable lease components. Variable components are derived from usage or market-based indices, such as the consumer price index. We do not have leases which have not yet commenced that will commence during 2019 as of March 31, 2019.

The components of lease expense were as follows:
Lease CostThree months ended
March 31, 2019
Operating lease cost$4
Finance lease cost: 
     Amortization of right-of-use assets—
     Interest on lease liabilities—
Short-term lease cost1

Supplemental balance sheet information related to leases was as follows:
Leases
As of
March 31, 2019
Assets 
    Operating Lease Right-of-Use Assets$44
  
Finance Lease Right-of-Use Assets, at cost$13
Accumulated Depreciation(4)
Finance Lease Right-of-Use Assets, net$9
  
Liabilities 
Operating Lease Obligation 
Current$10
Non-Current36
Total Operating Lease Liabilities$46
  
Finance Lease Obligation 
Current$1
Non-Current8
Total Finance Lease Liabilities$9
Cash paid for amounts included in the present value of operating lease liabilities were as follows:
Cash Flow InformationThree months ended
March 31, 2019
Operating cash flows from operating leases$4
Operating cash flows from finance leases—
Financing cash flows from finance leases—


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Lease Term and Discount RateAs of
March 31, 2019
Average remaining lease term (years)
Operating leases13.5
Finance leases6.9
Average discount rate
Operating leases7.3%
Financing leases5.2%
Maturities of lease liabilities were as follows:
March 31, 2019Operating Leases Finance Leases Total
2019 (remaining)$10
 $1
 $11
202010
 2
 12
20218
 2
 10
20226
 1
 7
20234
 1
 5
After 202338
 4
 42
Total lease payments$76
 $11
 $87
Less: Interest30
 2
 32
Present value of lease liabilities$46
 $9
 $55

Disclosures related to periods prior to adoption of ASC 606, we applied the new standard on a modified retrospective basis analyzing open contractsNew Lease Standard
The total expense recorded under operating lease agreements in the consolidated and combined statements of operations was $16 million for the year ended December 31, 2018. Future minimum lease payments under noncancelable operating leases as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessaryDecember 31, 2018 were as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements.follows:
 December 31,Operating Leases Capital Leases
2019$13
 $1
202011
 2
20219
 1
20226
 1
20234
 1
Thereafter40
 7
Total$83
 $13
Less: Amounts representing interest  3
Present value of minimum lease payments  $10
Less: Current portion of capital leases  1
Long-term portion of capital leases  $9

Note 4. 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 good that is distinct. 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

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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 revenue by major geographical region for the three months ended March 31, 2019 and 2018:
For the Three Months Ended March 31, 2018 Three Months Ended March 31, 2019 Three Months Ended March 31, 2018
Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total
Europe $213
 $55
 $268
 $241
 $58
 $299
North America$71
 $77
 $148
 77
 57
 134
 71
 77
 148
Europe241
 58
 299
Asia96
 27
 123
 92
 21
 113
 96
 27
 123
Other48
 4
 52
 43
 4
 47
 48
 4
 52
Total Revenues$456
 $166
 $622
 $425
 $137
 $562
 $456
 $166
 $622

The following table disaggregates our revenue by major product line for the three months ended March 31, 2019 and 2018:
For the Three Months Ended March 31, 2018 Three Months Ended March 31, 2019 Three Months Ended March 31, 2018
Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total
TiO2
$456
 $—
 $456
 $425
 $—
 $425
 $456
 $—
 $456
Color Pigments—
 82
 82
 —
 70
 70
 —
 82
 82
Functional Additives—
 41
 41
 —
 32
 32
 —
 41
 41
Timber Treatment—
 37
 37
 —
 29
 29
 —
 37
 37
Water Treatment—
 6
 6
 —
 6
 6
 —
 6
 6
Total Revenues$456
 $166
 $622
 $425
 $137
 $562
 $456
 $166
 $622

Substantially all of our revenue is generated through inventory sales in which revenue is recognized at a point in time. 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 good that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer.

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

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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, althoughdays. 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 a certain volume iscommitments 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 estimate the applicable variable consideration at the time of revenue recognition, we use historical and current trend information to estimate the amount of discounts, rebates, or returns to which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and accrued at the point of which revenue is recognized have not materially differed. The amount recorded against revenue related to expected returns, discounts and rebates was not material for any of our reporting periods.


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Note 4.5. 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 March 31, 20182019 and December 31, 20172018 consisted of the following:
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
Raw materials and supplies$157
 $149
$135
 $165
Work in process52
 46
53
 56
Finished goods273
 259
315
 317
Total$482
 $454
$503
 $538


Note 5.6. 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 Dow Chemical Company.DowDuPont. 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 March 31, 2018,2019, the joint ventures’ assets, liabilities and results of operations are included in Venator’s unaudited condensed consolidated and combined financial statements.


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The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 20182019 and 20172018 are as follows:
Three months ended
March 31,		Three months ended
March 31,
2018 20172019 2018
Revenues31
 $34
$22
 $31
Income from continuing operations before income taxes4
 7
Income before income taxes2
 4
Net cash provided by operating activities9
 7
2
 9




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Note 6.7. 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. As of March 31, 2018 and December 31, 2017, accrued restructuring and plant closing and transition costs by type of cost and initiative consisted of the following:
 Workforce reductions(1) Other restructuring costs Total(2)
Accrued liabilities as of December 31, 2017$34
 $—
 $34
2018 charges for 2017 and prior initiatives2
 4
 6
2018 charges for 2018 initiatives—
 —
 —
2018 payments for 2017 and prior initiatives(6) (4) (10)
2018 payments for 2018 initiatives—
 —
 —
Foreign currency effect on liability balance1
 —
 1
Accrued liabilities as of March 31, 2018$31
 $—
 $31
(1)The total workforce reduction reserves of $31 million relate to the termination of 195 positions, of which zero positions had been terminated as of March 31, 2018.
(2)Accrued liabilities remaining at March 31, 2018 and December 31, 2017 by year of initiatives were as follows:

 March 31, 2018 December 31, 2017
2016 initiatives and prior$8
 $9
2017 initiatives23
 25
2018 initiatives—
 —
Total$31
 $34

Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative:
 Titanium Dioxide Performance Additives Total
Accrued liabilities as of December 31, 2017$30
 $4
 $34
2018 charges for 2017 and prior initiatives6
 —
 6
2018 charges for 2018 initiatives—
 —
 —
2018 payments for 2017 and prior initiatives(9) (1) (10)
2018 payments for 2018 initiatives—
 —
 —
Foreign currency effect on liability balance1
 —
 1
Accrued liabilities as of March 31, 2018$28
 $3
 $31
Current portion of restructuring reserves17
 3
 20
Long-term portion of restructuring reserve11
 —
 11

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Details with respect to cash and noncash restructuring charges and impairment of assets for the three months ended March 31, 2018 and 2017 by initiative are provided below:
 Three months ended
 March 31, 2018
Cash charges$6
Accelerated depreciation3
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs$9
 Three months ended
 March 31, 2017
Cash charges$23
Other noncash charges3
Total 2017 Restructuring, Impairment and Plant Closing and Transition Costs$26

Restructuring Activities

Rockwood Acquisition Restructuring

In December 2014, we implemented a comprehensive restructuring program to improve the global competitiveness of our Titanium Dioxide and Performance Additives segments. As part of the program, we are reducingreduced our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil each for the three months ended March 31, 2019 and 2018. We do not expect to incur any additional charges as part of this program and the remaining cash payments of approximately $4 million will be made through the end of 2020.

Titanium Dioxide Segment

In July 2016, we announced plansimplemented a plan to close our Umbogintwini, South Africa TiO2Titanium Dioxide manufacturing facility. As part of the program, we recorded restructuring expense of approximatelynil and $1 million for the three months ended March 31, 2018.2019 and 2018, respectively, all of which related to plant shut down costs. We expect to incur additional chargesplant shut down costs of approximately $13$1 million through the end of 2022.2019.

In March 2017, we announcedimplemented a plan to close the white end finishing and packaging operation of our TiO2Titanium Dioxide manufacturing facility at our Calais, France site. The announced plan follows the 2015 closure of the black end manufacturing operations and would result in the closure of the entire facility. In connection with this closure, we recorded restructuring expense of $5 million in the three months ended March 31, 2018. We expect to incur additional charges of approximately $50 million through the end of 2022.

In September 2017, we announced a plan to close our St. Louis and Easton manufacturing facilities. As part of the program, we recorded restructuring expense of approximately $3$1 million related to accelerated depreciationand $5 million for the three months ended March 31, 2018.2019 and 2018, respectively, all of which related to plant shut down costs. We expect to incur $11additional plant shut down costs of approximately $7 million through 2020.

In September 2018, we implemented a plan to close our Pori, Finland Titanium Dioxide manufacturing facility. As part of the program, we recorded restructuring expense of $6 million for the three months ended March 31, 2019, of which $3 million related to accelerated depreciation, $2 million related to employee benefits, and $1 million related to plant shutdown costs. This restructuring expense consists of $3 million of accelerated depreciationcash and $3 million of noncash charges. We expect to incur additional charges of approximately $121 million through the end of 2018.2024, of which $33 million relates to accelerated depreciation, $86 million relates to plant shut down costs, and $2 million relates to the write off of other assets. Future charges consist of $35 million of noncash costs and $86 million of cash costs.

Performance Additives Segment

In September 2017, we implemented a plan to close our Performance Additives manufacturing facilities in St. Louis and Easton. As part of the program, we recorded restructuring expense of nil and $3 million for the three months ended March 31, 2019 and 2018, respectively, all of which related to accelerated depreciation. We do not expect to incur any additional charges as part of this program.

In August 2018, we implemented a plan to close our Performance Additives manufacturing site in Beltsville, Maryland. As part of the program, we recorded restructuring expense of $1 million for the three months ended March 31, 2019, all of which related to accelerated depreciation. We expect to incur additional accelerated depreciation of approximately $1 million through the remainder of 2019.


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Corporate Restructuring

In January 2019, we announced a plan to reduce costs and improve efficiency of certain corporate functions. As part of the program, we recorded restructuring expense of $3 million for the three months ended March 31, 2019, all of which related to workforce reductions.

Accrued Restructuring and Plant Closing and Transition Costs

As of March 31, 2019 and December 31, 2018, accrued restructuring and plant closing and transition costs by type of cost and year of initiative consisted of the following:
 
Workforce reductions(1)
 Other restructuring costs 
Total(2)
Accrued liabilities as of December 31, 2018$32
 $—
 $32
2019 charges for 2018 and prior initiatives2
 2
 4
2019 charges for 2019 initiatives4
 —
 4
2019 payments for 2018 and prior initiatives(9) (2) (11)
2019 payments for 2019 initiatives(1) —
 (1)
Accrued liabilities as of March 31, 2019$28
 $—
 $28
(1)
The total workforce reduction reserves of $28 million relate to the termination of 467 positions, of which 26 positions had been terminated but not yet paid as of March 31, 2019.
(2)
Accrued liabilities remaining at March 31, 2019 and December 31, 2018 by year of initiatives were as follows:

 March 31, 2019 December 31, 2018
2017 initiatives and prior$14
 $18
2018 initiatives11
 14
2019 initiatives3
 —
Total$28
 $32

Details with respect to our reserves for restructuring and plant closing and transition costs are provided below by segment and year of initiative:
 Titanium Dioxide Performance Additives Total
Accrued liabilities as of December 31, 2018$32
 $—
 $32
2019 charges for 2018 and prior initiatives4
 —
 4
2019 charges for 2019 initiatives4
 —
 4
2019 payments for 2018 and prior initiatives(11) —
 (11)
2019 payments for 2019 initiatives(1) —
 (1)
Accrued liabilities as of March 31, 2019$28
 $—
 $28
Current portion of restructuring reserves17
 —
 17
Long-term portion of restructuring reserve11
 —
 11


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Restructuring, Impairment and Plant Closing and Transition Costs

Details with respect to major cost type of restructuring charges and impairment of assets for the three months ended March 31, 2019 and 2018 by initiative are provided below:
 Three months ended
 March 31, 2019
Cash charges$8
Accelerated depreciation4
Total 2019 Restructuring, Impairment and Plant Closing and Transition Costs$12
 Three months ended
 March 31, 2018
Cash charges$6
Accelerated depreciation3
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs$9

Note 7.8. Debt

Outstanding debt, net of debt issuance costs of $12$14 million and $13 million as of March 31, 2019 and December 31, 2018, respectively, consisted of the following:
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
Senior Notes370
 370$370
 $370
Term Loan Facility366
 367363
 365
Other16
 2013
 13
Total debt752
 757746
 748
Less: short-term debt and current portion of long-term debt9
 147
 8
Total long-term debt743
 743
Long-term debt$739
 $740

The estimated fair value of the Senior Notes was $376$326 million and $396$300 million as of March 31, 20182019 and December 31, 2017,2018, respectively. The estimated fair value of the Term Loan Facility was $376$366 million and $378$355 million as of March 31, 20182019 and December 31, 2017,2018, respectively. The estimated fair values of the Senior Notes and the Term Loan Facility are based upon quoted market prices (Level 1).

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The weighted average interest rate on our outstanding balances under the Senior Notes and Term Loan Facility as of March 31, 2018 and December 31, 20172019 was approximately 5% each..


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Senior Notes
 
On July 14, 2017, our subsidiaries Venator Finance S.à.r.l. and Venator Materials LLC (the “Issuers”"Issuers") entered into an indenture in connection with the issuance of the Senior Notes. The Senior 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 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 sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior 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 Credit Facilities

On August 8, 2017, we entered into the Senior Credit Facilities that provide for first lien senior secured financing of up to $675 million, consisting of:

the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and
the ABL Facility in an aggregate principal amount of up to $300 million, with a maturity of five years.

The Term Loan Facility will amortizeamortizes in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility payable quarterly commencing in the fourth quarter of 2017.and is paid quarterly.

Availability to borrow under the $300 million of commitments under the ABL Facility is subject to a borrowing base calculation comprised of accounts receivable and inventory in U.S., Canada, the U.K., Germany and accounts receivable in France and Spain, that 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 borrowing availability. As a result, the aggregate amount available for extensions of credit under the ABL Facility at any time is the lesser of $300 million and the borrowing base calculated according to the formula described above minus the aggregate amount of extensions of credit outstanding under the ABL Facility at such time.

Borrowings under the Term Loan Facility bear interest at a rate equal to, at Venator’s option, either (a) a London Interbank Offering Rate (“LIBOR”("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

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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 monththree-month period.


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Guarantees

All obligations under the Senior Credit Facilities are guaranteed by Venator and substantially all of our subsidiaries (the “Guarantors”"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.

Cash Pooling Program

Prior to the separation, Venator addressed cash flow needs by participating in a cash pooling program with Huntsman. Cash pooling transactions were recorded as either amounts receivable from affiliates or amounts payable to affiliates and are presented as “Net advances to affiliates” and “Net borrowings on affiliate accounts payable” in the investing and financing sections, respectively, in the unaudited condensed consolidated and combined statements of cash flows. Interest income was earned if an affiliate was a net lender to the cash pool and paid if an affiliate was a net borrower from the cash pool based on a variable interest rate determined historically by Huntsman. Venator exited the cash pooling program prior to the separation and all receivables and payables generated through the cash pooling program were settled in connection with the separation.

Notes Receivable and Payable of Venator to Huntsman

Substantially all Huntsman receivables or payables were eliminated in connection with the separation, other than a payable to Huntsman for a liability pursuant to the Tax Matters Agreement dated August 7, 2017, by and among Venator Materials PLC and Huntsman (the “Tax Matters Agreement”) entered into at the time of the separation which has been presented as “Noncurrent payable to affiliates” on our unaudited condensed consolidated and combined balance sheet. See “Note 9. Income Taxes” for further discussion.

A/R Programs

Certain of our entities participated in the accounts receivable securitization programs ("A/R Programs") sponsored by Huntsman International. Under the A/R Programs, such entities sold certain of their trade receivables to Huntsman International. Huntsman International granted an undivided interest in these receivables to a special purpose entity, which served as security for the issuance of debt of Huntsman International. On April 21, 2017, Huntsman International amended its accounts receivable securitization facilities, which among other things removed existing receivables sold into the program by Venator and at which time we discontinued our participation in the A/R Programs.

The entities’ allocated losses on the A/R Programs for the three months ended March 31, 2017 was $1 million. The allocation of losses on sale of accounts receivable is based upon the pro-rata portion of total receivables sold into the securitization program as well as other program and interest expenses associated with the A/R Programs.

Note 8.9. 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 December 2017, we entered into three cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. dollar denominated notes, including the semi-annual interest payments and the payment of remaining principleprincipal at maturity, to a fixed-rate, Euro denominated debt. The economic effect of the swap agreement was to eliminate the uncertainty of the cash flows in U.S. Dollars associated with the notes by fixing the principle amount at €169 million with a fixed annual rate of 3.43%. These hedges have been designated as cash flow hedges and the critical terms of the cross-currency swap agreements correspond to the underlying hedged item. These swaps mature in July 2022, which is our best estimate of the repayment date of these intercompany loans. The amount and timing of the semi-

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annualsemi-annual principle payments under the cross-currency swap also correspond with the terms of the intercompany loans. Gains and losses from these hedges offset the changes in the value of interest and principal payments as a result of changes in foreign exchange rates.
 
We formally assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transactions are highly effective in offsetting cash flows of the hedged item and we will continue to assess the relationship on an ongoing basis. We use the hypothetical derivative method in conjunction with regression analysis to measure effectiveness of our cross-currency swap agreement. The portion of the hedge that is ineffective will be recorded in earnings in other income (expense). We did not record any ineffectiveness during 2018.
 
The effective portion of the changes in the fair value of the swaps are deferred in other comprehensive lossincome and subsequently recognized in “otherother income (expense), net” in the unaudited condensed consolidated and combined statementsstatement of operations when the hedged item impacts earnings. Cash flows related to our cross currencycross-currency swap that relate to our periodic interest settlement will be classified as operating activities and the cash flows that relates to principal balances will be designated as financing activities. The fair value of these hedges was $12$10 million and $5$6 millionat March 31, 20182019 and December 31, 2017,2018, respectively, and was recorded as other long-termnoncurrent liabilities on our unaudited condensed consolidated and combined balance sheets. We estimate the fair values of our cross currencycross-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 currencycross-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 three months ended March 31, 2019 and 2018, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $4 million and a loss of approximately $7 million,. respectively. As of March 31, 2018,2019, 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.
 

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Forward Currency Contracts Not Designated as Hedges
 
We transact business in various foreign currencies and we enter into currency forward contracts to offset the riskrisks associated with the risks of foreign currency exposure. At March 31, 20182019 and December 31, 20172018, we had approximately $101$102 million and $109$89 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).
 
Note 9.10. 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.


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We recorded income tax expense of $1 million and $20 million, and income tax benefit of $4 millionrespectively, for the three months ended March 31, 20182019 and 2017,2018, 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 will recognizerecognized a gain as a result of the internal restructuringIPO and IPOthe 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 haswas increased. This basis step up gave rise to a deferred tax asset of $36 million that we recognized for the year ended December 31, 2017.

Pursuant to the Tax Matters Agreement dated August 7, 2017, entered into by and among Venator Materials PLC and Huntsman (the "Tax Matters Agreement") 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. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately $34 million. We recognized a noncurrent liability for this amount atAs of March 31, 2019 and December 31, 2017.2018, this "Noncurrent payable to affiliates" was $34 million, each, on our unaudited condensed consolidated balance sheets. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized and the corresponding basis increase, and could result in a higher liability for us under the Tax Matters Agreement.

On December 22, 2017, the U.S. government enacted the Tax Act into law. The Tax Act made broad and complex changes to the U.S. tax code that will impact the Company, including but not limited to (1) a reduction of the U.S. federal corporate income tax rate from 35% to 21%, (2) immediate expensing of certain qualified property, (3) limitations on the deductibility of interest expense and (4) the creation of the base erosion anti-abuse tax, a new minimum tax.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

For the year ended December 31, 2017 we recorded a provisional decrease to our net deferred tax assets of $3 million, with a corresponding net deferred tax expense of $3 million. While we were able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analyses related to the Tax Act, including, but not limited to, return to accrual adjustments including completion of computations and analysis of 2017 expenditures that qualify for immediate expensing.

For the period ended March 31, 2018 we have not made any additional measurement-period adjustments related to deferred taxes during the quarter as we have not yet completed our accounting for the income tax effects of certain elements of the Tax Act. As we complete our analysis of the Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may adjust the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. We expect to complete our accounting within the prescribed measurement period.


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Note 10.11. Earnings (Loss) Per Share

Basic earnings (loss) per share excludes dilution and is computed by dividing net lossincome attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) 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. For the periods prior to our IPO, the average number

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Table of ordinary shares outstanding used to calculate basic and diluted earnings (loss) per share was based on the ordinary shares that were outstanding at the time of our IPO.Contents

Basic and diluted earnings (loss) per share are determined using the following information:
 Three months ended
March 31,
 2018 2017
Numerator:   
Basic and diluted income (loss) from continuing operations:   
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders$78
 $(24)
Basic and diluted income from discontinued operations:   
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders$—
 $8
Basic and diluted net income (loss):   
Net income (loss) attributable to Venator Materials PLC ordinary shareholders$78
 $(16)
Denominator:   
Weighted average shares outstanding106.4
 106.3
Dilutive share-based awards0.4
 —
Total weighted average shares outstanding, including dilutive shares106.8
 106.3
 Three months ended
March 31,
 2019 2018
Numerator:   
Basic and diluted net (loss) income:   
Net (loss) income attributable to Venator Materials PLC ordinary shareholders$(3) $78
Denominator:   
Weighted average shares outstanding106.5
 106.4
Dilutive share-based awards0.3
 0.4
Total weighted average shares outstanding, including dilutive shares106.8
 106.8


For each of the three months ended March 31, 20182019 and 2017,2018, the number of anti-dilutive employee share-based awards excluded from the computation of diluted EPSearnings per share was not significant.1 million and nil, respectively.

Note 11.12. Commitments and Contingencies

Legal Proceedings

Antitrust MattersShareholder Litigation

In the past,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 a defendant in multiple civil antitrust suits alleging that we, our co-defendants and other alleged co-conspirators conspired to fix prices of TiO2 sold in the U.S. We settled litigation involving both direct purchasers of TiO2 and purchasers who opted out of the direct purchaser litigation for amounts immaterial to our unaudited condensed consolidated and combined financial statements.

We were also named as a defendantdefendants in a proposed class action civil antitrust suit filed on March 15, 2013 in the U.S. District Court for the NorthernState of Texas, Dallas County (the "Dallas District Court"), by an alleged purchaser of California by purchasers of productsour ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on December 1, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding the impact to our operations, and prospects for restoration thereof, resulting from TiO2 (the “Indirect Purchasers”)the fire that occurred at our Pori, Finland manufacturing facility, among other allegations. Additional complaints making essentiallysubstantially 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 didadditional defendants. The first two of the direct purchasers. On October 14, 2014,three cases have been consolidated into a single action, and we expect the third to be consolidated with them as well. The plaintiffs filed their Second Amended Class Action Complaint narrowingseek to determine that the proceeding should be certified as a class of plaintiffsaction and to those merchantsobtain alleged compensatory damages, costs, rescission and consumers of architectural coatings containing TiO2. On August 11, 2015, the court grantedequitable relief. We may be required to indemnify our motion to dismiss the Indirect Purchasers litigation with leave to amend the complaint. A Third Amended Class Action Complaint was filed on September 29, 2015 further limiting the class to consumers of architectural paints. Plaintiffs have raised state antitrust claims under the laws of 15 states, consumer protection claims under the laws of nine states,executive officers and unjust enrichment claims under the laws of 16 states. On November 4, 2015, we and our co-defendants filed another motion to dismiss. On June 13, 2016, the court substantially denied the motion to dismiss except as to consumer protection claims in one state.

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The parties have agreed to settle this matter. The court preliminarily approved the settlement on December 13, 2017directors, Huntsman, and the final approval hearing is scheduledbanks who acted as underwriters in our IPO and secondary offerings, for August 16, 2018.

The Indirect Purchasers seeklosses incurred by them in connection with these matters pursuant to recover injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit and attorneys’ fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to these claims and could incur additional costs in amounts which in the aggregate could be material to us.agreements with such parties. Because of the overall complexityearly stage of these cases,this litigation, we are unable to reasonably estimate any possible loss or range of loss and we have not madeaccrued for a loss contingency with regard to this matter.

Neste Engineering Services Matter

We are party to an accrualarbitration proceeding initiated by Neste Engineering Services Oy (“NES”) on December 19, 2018 for payment of invoices allegedly due of approximately €14 million in connection with the delivery of services by NES to the Company in respect toof the Pori site rebuild project. These invoices were accrued in full on our unaudited condensed consolidated balance sheet as of March 31, 2019. We are contesting the validity of these claims.invoices and filed counterclaims against NES on March 8, 2019. The timetable for the arbitration has not yet been set.

Other Proceedings

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 and combined financial statements, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.


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Note 12.13. 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 three months ended March 31, 20182019 and 2017,2018, our capital expenditures for EHS matters totaled $1$4 million and $3$1 million, respectively. 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.

Environmental Reserves

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 calculated using present value techniques as appropriate and 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 March 31, 2019 and December 31, 2018, we had environmental reserves of $11 million and $12 million, respectively.

Environmental Matters

We have incurred, and we may in the future incur, liability 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).

Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”("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 the Resource Conservation and Recovery Act 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, such as France and Italy.facilities.

Environmental Reserves

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

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and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are basedPori Remediation

In connection with our previously announced intention to close our TiO2 manufacturing facility in Pori, Finland, we expect to incur environmental costs related to the cleanup of the facility upon requirements placed upon us by regulators, available facts, existing technology, and past experience. The environmental liabilitiesits eventual closure, including remediation costs related to the landfill located on the site. While we do not include amounts recorded as asset retirement obligations. Ascurrently have enough information to be able to estimate the range of March 31, 2018 and December 31, 2017, we had environmental reservespotential costs for the cleanup of $12 million, each. We may incur losses for environmental remediation.this facility, these costs could be material to our unaudited condensed consolidated financial statements.

Note 13.14. Other Comprehensive Income (Loss)

Other comprehensive income (loss) 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, 2018$(6) $(267) $(5) $(5) $(283) $—
 $(283)
Other comprehensive income before reclassifications57
 —
 —
 (7) 50
 —
 50
Tax benefit—
 —
 —
 —
 —
 —
 —
Amounts reclassified from accumulated other comprehensive loss, gross(c)—
 3
 —
 —
 3
 —
 3
Tax expense—
 —
 —
 —
 —
 —
 —
Net current-period other comprehensive income57
 3
 —
 (7) 53
 —
 53
Ending balance, March 31, 2018$51
 $(264) $(5) $(12) $(230) $—
 $(230)


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Foreign currency translation adjustment(a)
 
Pension and other postretirement benefits adjustments net of tax(b)
 Other comprehensive loss of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator
Beginning balance, January 1, 2019$(96) $(278) $(5) $6
 $(373) $—
 $(373)
Other comprehensive income before reclassifications, gross11
 —
 —
 4
 15
 —
 15
Tax benefit—
 —
 —
 —
 —
 —
 —
Amounts reclassified from accumulated other comprehensive loss, gross(c)
—
 4
 —
 —
 4
 —
 4
Tax expense—
 —
 —
 —
 —
 —
 —
Net current-period other comprehensive income11
 4
 —
 4
 19
 —
 19
Ending balance,
  March 31, 2019
$(85) $(274) $(5) $10
 $(354) $—
 $(354)

 Foreign currency translation adjustment(d) Pension and other postretirement benefits adjustments net of tax(e) Other comprehensive income of unconsolidated affiliates Total Amounts attributable to noncontrolling interests Amounts attributable to Venator
Beginning balance, January 1, 2017$(112) $(306) $(5) $(423) $—
 $(423)
Adjustments due to discontinued operations3
 —
 —
 3
 —
 3
Tax expense—
 —
 —
 —
 —
 —
Other comprehensive (loss) income before reclassifications1
 —
 —
 1
 —
 1
Tax expense1
 —
 —
 1
 —
 1
Amounts reclassified from accumulated other comprehensive loss, gross(c)—
 4
 —
 4
 —
 4
Tax benefit—
 —
 —
 —
 —
 —
Net current-period other comprehensive income5
 4
 —
 9
 —
 9
Ending balance, March 31, 2017$(107) $(302) $(5) $(414) $—
 $(414)
 
Foreign currency translation adjustment(d)
 
Pension and other postretirement benefits adjustments net of tax(e)
 Other comprehensive loss of unconsolidated affiliates Hedging Instruments Total Amounts attributable to noncontrolling interests Amounts attributable to Venator
Beginning balance, January 1, 2018$(6) $(267) $(5) $(5) $(283) $—
 $(283)
Other comprehensive income (loss) before reclassifications, gross57
 —
 —
 (7) 50
 —
 50
Tax benefit—
 —
 —
 —
 —
 —
 —
Amounts reclassified from accumulated other comprehensive loss, gross(c)
—
 3
 —
 —
 3
 —
 3
Tax expense—
 —
 —
 —
 —
 —
 —
Net current-period other comprehensive income (loss)57
 3
 —
 (7) 53
 —
 53
Ending balance,
  March 31, 2018
$51
 $(264) $(5) $(12) $(230) $—
 $(230)
     
(a)
Amounts are net of tax of nil as of March 31, 2019 and January 1, 2019, each.
(b)
Amounts are net of tax of $50 million as of March 31, 2019 and January 1, 2019, each.

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(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 March 31, 2018 and January 1, 2018, each.
(b)
(e)
Amounts are net of tax of $52 million as of March 31, 2018 and January 1, 2018, each.
(c)See table below for details about the amounts reclassified from accumulated other comprehensive loss.
(d)Amounts include a tax benefit of $1 million and nil as of March 31, 2017 and January 1, 2017, respectively.
(e)Amounts are net of tax of $56 million at March 31, 2017 and January 1, 2017, each.
Three months ended
March 31,		 Affected line item in the statementThree months ended
March 31,		 Affected line item in the statement where net income is presented
2018 2017 where net income is presented2019 2018 
Details about Accumulated Other Comprehensive Loss Components(a):    
Details about Accumulated Other Comprehensive Loss Components(a):
    
Amortization of pension and other postretirement benefits:        
Actuarial loss$3
 $4
 (b)$4
 $3
 Other income
Prior service credit—
 —
 (b)—
 —
 Other income
Total amortization3
 4
 Total before tax4
 3
 Total before tax
Income tax benefit—
 —
 Income tax (expense) benefit
Income tax expense—
 —
 Income tax expense
Total reclassifications for the period$3
 $4
 Net of tax$4
 $3
 Net of tax
     
(a)
Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations.
(b)These accumulated other comprehensive loss components are included in the computation of net periodic pension costs.


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Note 14.15. Operating Segment Information

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of commodity chemicalTiO2, functional additives, color pigments, timber treatment and water treatment 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. We have historically conducted other business within components of legal entities we operated in conjunction with Huntsman businesses, and such businesses are included within the corporate and other line item below.

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, timber treatment and water treatment chemicals


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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
March 31,		Three months ended
March 31,
2018 20172019 2018
Revenues:      
Titanium Dioxide$456
 $385
$425
 $456
Performance Additives166
 152
137
 166
Total$622
 $537
$562
 $622
Segment adjusted EBITDA(1)   
Adjusted EBITDA(1)
   
Titanium Dioxide$143
 $48
$61
 $143
Performance Additives24
 21
15
 24
167
 69
76
 167
Corporate and other(10) (20)(16) (10)
Total$157
 $49
60
 157
Reconciliation of adjusted EBITDA to net income (loss):   
Reconciliation of adjusted EBITDA to net (loss) income:   
Interest expense(13) (14)(14) (13)
Interest income3
 2
3
 3
Income tax (expense) benefit - continuing operations(20) 4
Income tax expense(1) (20)
Depreciation and amortization(34) (30)(26) (34)
Net income attributable to noncontrolling interests2
 3
1
 2
Other adjustments:      
Business acquisition and integration expenses(2) —
(2) (2)
Separation expense, net(1) —
—
 (1)
Net income of discontinued operations, net of tax—
 8
Amortization of pension and postretirement actuarial losses(3) (4)(4) (3)
Net plant incident costs—
 (5)(7) —
Restructuring, impairment and plant closing and transition costs(9) (26)(12) (9)
Net income (loss)$80
 $(13)
Net (loss) income$(2) $80
     
(1)
Adjusted EBITDA is defined as net (loss) income (loss) of Venator before interest expense, interest income, income tax from continuing operations,benefit (expense), depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments from net income (loss):adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations, net of tax; (d) amortization of pension and postretirement actuarial losses; (e)(d) net plant incident costs; and (f)(e) restructuring, impairment, and plant closing and transition costs.


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Note 15. Discontinued Operations

The Titanium Dioxide, Performance Additives and other businesses were included in Huntsman's financial results in different legal forms, including, but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities that were comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide, Performance Additives and other businesses are the primary beneficiaries. Because the historical unaudited condensed consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical condensed consolidated and combined financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. The legal entity structure of Huntsman was reorganized during the second quarter of 2017 such that the other businesses would not be included in Venator’s legal entity structure and as such, the discontinued operations presented below reflect financial results of the other businesses through the date of such reorganization.

The following table summarizes the operations data for discontinued operations:
 Three months ended
March 31,
 2018 2017
Revenues:   
Trade sales, services and fees, net$—
 $15
Related party sales—
 17
Total revenues—
 32
Cost of goods sold—
 26
Operating expenses:   
Selling, general and administrative (includes corporate allocations of nil and $2, respectively)—
 (7)
Restructuring, impairment and plant closing costs—
 1
Other income, net—
 1
Total operating expenses—
 (5)
Income from discontinued operations before tax—
 11
Income tax expense—
 (3)
Net income from discontinued operations$—
 $8

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our unaudited condensed consolidated and combined financial statements and the related notes included in Item 1 hereto as well as the risk factors contained in “Part I. Item 1A. Risk Factors” of our 2017 Form 10-K.

Except when the context otherwise requires or where otherwise indicated, (1) all references to “Venator,” the “Company,” “we,” “us” and “our” refer to Venator Materials PLC and its subsidiaries, or, as the context requires, the historical Pigments and Additives business of Huntsman, (2) all references to “Huntsman” refer to Huntsman Corporation, our controlling shareholder, and its subsidiaries, (3) all references to the “Titanium Dioxide” segment or business refer to the TiO2 business of Venator, or, as the context requires, the historical Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (4) all references to the “Performance Additives” segment or business refer to the functional additives, color pigments, timber treatment and water treatment businesses of Venator, or, as the context requires, the Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (5) all references to “other businesses” refer to certain businesses that Huntsman retained in connection with the separation and that are reported as discontinued operations in our consolidated and combined financial statements, (6) all references to “Huntsman International” refer to Huntsman International LLC, a wholly-owned subsidiary of Huntsman and the entity through which Huntsman operates all of its businesses, (7) we refer to the internal reorganization prior to our initial public offering ("IPO"), the separation transactions initiated to separate the Venator business from Huntsman’s other businesses, including the entry into and effectiveness of the separation agreement and ancillary agreements, and the financing arrangements and debt, comprising the senior secured term loan facility (the "Term Loan Facility"), the asset-based revolving facility (the "ABL Facility" and, together with the Term Loan Facility, the "Senior Credit Facilities") and the 5.75% senior notes due 2025 (the "Senior Notes"), including the use of the net proceeds of the Senior Credit Facilities and the Senior Notes, which were used to repay intercompany debt we owed to Huntsman and to pay related fees and expenses, as the “separation” and (8) the “Rockwood acquisition” refers to Huntsman’s acquisition of the performance and additives and TiO2 businesses of Rockwood Holdings, Inc. (“Rockwood”) completed on October 1, 2014.hereto.

This MD&Asection contains forward-looking statements concerning trends or events potentially affecting our business or future performance,that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including without limitation, statements relating to our plans, strategies, objectives, expectations and intentions. The words “aim,” “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target, “will” or “would” and similar expressions identify forward-looking statements. We do not undertake to update, revise or correct any ofthose described in the forward-looking information unless required to do so under the federal securities laws. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this report. See “Notesection titled "Note Regarding Forward-Looking Statements”Statements" and “Part"Part II. Item 1A. Risk Factors.”"

BASIS OF PRESENTATION

Prior to the separation, our operations were included in Huntsman’s financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which are comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives businesses are the primary beneficiaries. The unaudited condensed consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to us. The unaudited condensed consolidated and combined financial statements also include allocations of direct and indirect corporate expenses through the date of the separation, which are based upon an allocation method that in the opinion of management is reasonable. Because the historical unaudited condensed consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical unaudited condensed consolidated and combined financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see “Part I. Item 1. Note 15. Discontinued Operations” of this report.

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In addition, the unaudited condensed consolidated and combined financial statements have been prepared from Huntsman’s historical accounting records through the separation and are presented on a stand-alone basis as if our operations had been conducted separately from Huntsman; however, prior to the separation, we did not operate as a separate, stand-alone entity for the periods presented and, as such, the unaudited condensed consolidated and combined financial statements reflecting balances and activity prior to the separation, may not be indicative of the financial position, results of operations and cash flows had we been a stand-alone company.

For purposes of these unaudited condensed consolidated and combined financial statements, all significant transactions with Huntsman International have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated.

EXECUTIVE SUMMARYExecutive Summary

We are a leading global manufacturer and marketer of chemical products that improve the quality of life for downstream consumers and promote a sustainable future. Our products comprise a broad range of innovative chemicals and formulations that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO2 business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We are a leading global producer in many of our key product lines, including TiO2, color pigments and functional additives, a leading North American producer of timber treatment products and a leading European producer of water treatment products.

RECENT DEVELOPMENTSRecent Developments

Pori FireAcquisition of Tronox European Paper Laminates Business

On January 30, 2017,April 26, 2019, we completed our acquisition of the European paper laminates business (the "8120 Grade") from Tronox Limited (“Tronox”) for a purchase price of €8 million payable as follows: €1 million upon completion of the acquisition and the remaining €7 million in two installments over two years. In connection with the acquisition, Tronox will supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed.

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 has been consummated, if the sale of Cristal’s Ashtabula manufacturing complex to us has not been completed. The deadline for such payment is May 13, 2019. On April 26, 2019, Tronox publicly stated that it believes it is not obligated to pay the break fee. Therefore, we may have to seek judicial relief to enforce our agreement concerning the break fee.

Recent Trends and Outlook
In 2019, we expect results in our Titanium Dioxide segment to reflect: (i) customer destocking, which began in 2018, to persist throughout the first half of 2019 at a diminishing rate; (ii) regional disparities in TiO2 manufacturing facilitypricing trends reflecting specific supply and demand balances; (iii) a soft economic environment, primarily in Pori, Finland experienced fire damageChina and we continueEurope, including the effects of Brexit and the China-US trade negotiations; (iv) raw material and energy cost increases; (v) volume trends to repair the facility. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductiblesreflect historical seasonal patterns; (vi) increased production of $15 millionspecialty and 60 days, respectively. The Pori facility had a nameplate capacitydifferentiated product grades; (vii) increased sales of 130,000 metric tons per year, which represented approximately 17% of our totalnew TiO2 nameplate capacityproduct grades ; and approximately 2% of total global TiO2 demand.

Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products, and we intend to restore manufacturing of the balance of these more profitable specialty products as quickly as possible. The reconstruction process entails a series of mechanical construction phases with concurrent rolling commissioning. Subject to the pace of(viii) additional cost improvement actions. In our progress during commissioning,Performance Additives segment, we expect some of this specialty capacitynear-term business trends to be producing finished product during the second half of this year and the remaining specialty capacitydriven by: (i) a seasonal improvement in sales volumes compared to be restored and producing finished product during 2019. Based on current market and economic conditions, associated costs and projected returns, we currently expect to rebuild the commodity portion of the facility, but do not expect it to be reintroduced into the market prior to 2020.

On April 13, we received a final payment from our insurers of €191 million, or $236 million, bringing our total insurance receipts to €468 million, or $551 million, which was the limit of our insurance proceeds. We elected to receive the insurance proceeds in Euro in order to match the currency of the related business interruption losses and capital expenditures resulting from the Pori fire. During the first quarter of 2019 partially offset by customer destocking in certain product applications; (ii) a soft economic environment, primarily in China and Europe, including the effects of Brexit and the China-US trade negotiations; (iii) raw material and energy costs inflation; and (iv) additional cost improvement actions.
In the fourth quarter of 2018, we received €52 million, or $62commenced our 2019 Business Improvement Program and are underway with the implementation, having realized $3 million of insurance proceeds, while €225 million, or $253 million, was received during 2017.

The fire at our Pori facility did not have a material impact on our 2018savings in the first quarter or our 2017 yearof 2019. We continue to date operating results, as losses incurred were offset by insurance proceeds. Priorexpect that this cost and operational improvement program will provide approximately $40 million of annual adjusted EBITDA benefit compared to adjustment for insurance proceeds, we recorded a loss of $31 million for the write-off of fixed assets and lost inventoryyear-end 2018. We expect actions will be complete in cost of goods sold in our consolidated and combined statements of operations for2020, ending the year ended December 31, 2017. In addition, we recorded a loss of $27 million for cleanup and other non-capital reconstruction costs in cost of goods sold through March 31, 2018, of which $24 million was recorded during 2017.at the full run rate level.

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During the first quarter of 2018,In 2019, we recorded $46expect to spend approximately $130 million of income relatedon capital expenditures, which includes spending to property damage and business interruption insurance recoveries in cost of goods soldtransfer our specialty technology from our Pori, Finland site to other sites in our consolidated and combined statements of operations to offset property damage and business interruption losses recorded during the period, while $189 million was recognized during the year ended December 31, 2017. We recorded $88 million and $68 million as deferred income in accrued liabilities as of March 31, 2018 and December 31, 2017, respectively, for insurance proceeds received for costs not yet incurred.
We continue to estimate that the total cost to rebuild and commission the Pori facility will exceed the total insurance proceeds received by $325 to $375 million. We expect to account for our uncovered costs as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of insurance proceeds are incurred. Based on current and anticipated market conditions, we currently expect our business interruption losses through 2019 to be fully offset by insurance proceeds. However, these are preliminary estimates based on a number of significant assumptions, and as a result uninsured costs could exceed current estimates. Please see “Part II, Item 1A. Risk Factors-Risks Relating to our Business- Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse impact on our business, results of operations and/or financial condition”.

RECENT TRENDS AND OUTLOOK

network.
We expect the following factors to impact our operating results in the near term:

•
Favorable environment for TiO2 price increases in the second quarter of 2018.
Seasonal improvement in sales volumes in the second quarter of 2018 compared to the first quarter of 2018, albeit the impact of the Pori fire on our capacity will constrain our volumetric growth.
Manageable increases in raw material and energy costs in the near term.
We have received cash in advance to the full extent of our policy limits for insurance payments related to the Pori fire, including prepayments for business interruption losses and construction costs not yet incurred.

We expect that our corporate and other costs will be approximately $50 million per year, consisting of $40 million of recurring selling, general and administrative costs to operate our business as a standalone public company, which is lower than expenses historically allocated to us from Huntsman, and approximately $10 million of costs that were previously embedded in the Huntsman Pigments and Additives division.2019.

We continue to implement business improvements which we expect to be completed by the end of 2018 and continue to provide contributions to adjusted EBITDA. Of the $60 million we previously estimated for annualized savings, we have already realized approximately $31 million of savings through the first quarter of 2018 as a result of these programs, including approximately $8 million of savings realized in the first quarter of 2018. In addition to these savings, we achieved an incremental $2 million of EBITDA from increased volumes as part of the business improvement program. If successfully implemented, we expect the general cost reductions and optimization of our manufacturing network to result in additional contributions to our adjusted EBITDA of approximately $29 million per year by the first quarter of 2019, with additional projected contributions to adjusted EBITDA from volume growth.

In 2018, we expect to spend approximately $120 million on capital expenditures, excluding reconstruction of our Pori, Finland facility.

Our tax expense is significantly affected by the mix of income and losses in tax jurisdictions in which we operate. We expect our adjusted long-term effective tax rate will be approximately 15% to 20%. We believe the impact of the Tax Act on our adjusted long-term effective tax rate will not be material, given the low percentage of our global pre-tax income earned in the United States. We expect our cash tax rate will be between 10% to 15% .


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RESULTS OF OPERATIONSOperations

The following table sets forth our consolidated results of operations for the three months ended March 31, 20182019 and 2017:2018:
Three Months Ended  Three Months Ended  
March 31,  March 31,  
(Dollars in millions)2018 2017 % Change2019 2018 % Change
Revenues$622
 $537
 16 %$562
 $622
 (10)%
Cost of goods sold454
 465
 (2)%486
 454
 7 %
Operating expenses(4)51
 60
 (15)%55
 51
 8 %
Restructuring, impairment and plant closing and transition costs9
 26
 (65)%12
 9
 33 %
Operating income (loss)108
 (14) NM
Operating income9
 108
 (92)%
Interest expense, net(10) (12) 17 %(11) (10) (10)%
Other income2
 1
 100 %1
 2
 (50)%
Income (loss) from continuing operations before income taxes100
 (25) NM
Income tax (expense) benefit(20) 4
 NM
Income (loss) from continuing operations80
 (21) NM
Income from discontinued operations—
 8
 (100)%
Net income (loss)80
 (13) NM
Reconciliation of net income (loss) to adjusted EBITDA:    

(Loss) income before income taxes(1) 100
 NM
Income tax expense(1) (20) (95)%
Net (loss) income(2) 80
 NM
Reconciliation of net loss (income) to adjusted EBITDA:    

Interest expense, net10
 12
 (17)%11
 10
 10 %
Income tax expense (benefit) - continuing operations20
 (4) NM
Income tax expense1
 20
 (95)%
Depreciation and amortization34
 30
 13 %26
 34
 (24)%
Net income attributable to noncontrolling interests(2) (3) 33 %(1) (2) 50 %
Other adjustments:          
Business acquisition and integration expenses2
 —
  2
 2
  
Separation expense, net1
 —
  —
 1
  
Net income of discontinued operations, net of tax—
 (8)  
Certain legal settlements and related expenses—
 —
  
Amortization of pension and postretirement actuarial losses3
 4
  4
 3
  
Net plant incident (credits) costs—
 5
  
Net plant incident costs (credits)7
 —
  
Restructuring, impairment and plant closing and transition costs9
 26
  12
 9
  
Adjusted EBITDA(1)
$157
 $49
  $60
 $157
  
          
Net cash provided by operating activities from continuing operations51
 21
 143 %
Net cash used in investing activities from continuing operations(67) (58) 16 %
Net cash (used in) provided by financing activities(8) 41
 NM
Net cash (used in) provided by operating activities(29) 51
 NM
Net cash used in investing activities(53) (67) (21)%
Net cash used in financing activities(3) (8) (63)%
Capital expenditures(73) (19) 284 %(52) (73) (29)%

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Three Months Ended Three Months EndedThree Months Ended Three Months Ended
March 31, 2018 March 31, 2017March 31, 2019 March 31, 2018
(Dollars in millions)Gross Tax(3) Net Gross Tax(3) Net
Reconciliation of net income (loss) to adjusted net income (loss):           
Net income (loss)    $80
     $(13)
(Dollars in millions, except per share amounts)Gross 
Tax(3)
 Net Gross 
Tax(3)
 Net
Reconciliation of net (loss) income to adjusted net income attributable to Venator Materials PLC ordinary shareholders:           
Net (loss) income    $(2)     $80
Net income attributable to noncontrolling interests    (2)     (3)    (1)     (2)
Other adjustments:                      
Business acquisition and integration expenses2
 (1) 1
 —
 —
 —
2
 (1) 1
 2
 (1) 1
Separation expense, net1
 —
 1
 —
 —
 —
—
 —
 —
 1
 —
 1
Net income of discontinued operations—
 —
 —
 (8) 
 (8)
Amortization of pension and postretirement actuarial losses3
 —
 3
 4
 —
 4
4
 (1) 3
 3
 —
 3
Net plant incident costs—
 —
 —
 5
 (1) 4
7
 (2) 5
 —
 —
 —
Restructuring, impairment and plant closing and transition costs9
 (1) 8
 26
 (1) 25
12
 (4) 8
 9
 (1) 8
Adjusted net income (loss)(2)
    $91
     $9
Adjusted net income attributable to Venator Materials PLC ordinary shareholders(2)
    $14
     $91
                      
Weighted-average shares-basic    106.4
     106.3
    106.5
     106.4
Weighted-average shares-diluted    106.8
     106.3
    106.8
     106.8
                      
Net income (loss) attributable to Venator Materials PLC ordinary shareholders:           
Net (loss) income attributable to Venator Materials PLC ordinary shareholders per share:           
Basic    0.73
     (0.15)    $(0.03)     $0.73
Diluted    0.73
     (0.15)    $(0.03)     $0.73
                      
Other non-GAAP measures:                      
Adjusted net income (loss) per share(2):
           
Adjusted net income per share(2):
           
Basic    0.86
     0.08
    $0.13
     $0.86
Diluted    0.85
     0.08
    $0.13
     $0.85

NM—Not meaningful
(1) 
Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net (loss) income (loss) before interest expense, net, income tax from continuing operations,(benefit) expense, depreciation and amortization, and net income attributable to noncontrolling interests, as well as eliminating the following:following adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations, net of tax; (d) amortization of pension and postretirement actuarial losses; (e)(d) net plant incident costs; and (f)(e) restructuring, impairment and plant closing and transition costs. We believe that net income (loss) is the performance measure calculated and presented in accordance with generally accepted accounting principles in the United States (“("U.S. GAAP”GAAP" or “GAAP”"GAAP") that is most directly comparable to adjusted EBITDA.

We believe adjusted EBITDA is useful to investors in assessing our ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of our operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income or other measures of performance determined in accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance

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from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items

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that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

Nevertheless, our management recognizes that there are limitations associated with the use of adjusted EBITDA in the evaluation of us as compared to net income. Our management compensates for the limitations of using adjusted EBITDA by using this measure to supplement U.S. GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than U.S. GAAP results alone.

In addition to the limitations noted above, adjusted EBITDA excludes items that may be recurring in nature and should not be disregarded in the evaluation of performance. However, we believe it is useful to exclude such items to provide a supplemental analysis of current results and trends compared to other periods because certain excluded items can vary significantly depending on specific underlying transactions or events, and the variability of such items may not relate specifically to ongoing operating results or trends and certain excluded items, while potentially recurring in future periods, may not be indicative of future results. For example, while EBITDA from discontinued operations is a recurring item, it is not indicative of ongoing operating results and trends or future results.

(2) 
Adjusted net income (loss)attributable to Venator Material PLC ordinary shareholders is computed by eliminating the after-tax amounts related to the following from net income attributable to Venator Materials PLC ordinary shareholders: (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations; (d) amortization of pension and postretirement actuarial losses; (e)(d) net plant incident costs; (f)(e) restructuring, impairment and plant closing and transition costs. Basic adjusted net income (loss) per share excludes dilution and is computed by dividing adjusted net income (loss) by the weighted average number of shares outstanding during the period. Adjusted diluted net income (loss) per share reflects all potential dilutive ordinary shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. For the periods prior to our IPO, the average number of ordinary shares outstanding used to calculate basic and diluted adjusted net income (loss) per share was based on the ordinary shares that were outstanding at the time of our IPO. Adjusted net income (loss) and adjusted net income (loss) per share amounts are presented solely as supplemental information.

Adjusted net income (loss) and adjusted net income (loss) per share amounts are presented solely as supplemental information. These measures exclude similar non-cash items as Adjusted EBITDA in order to assist our investors in comparing our performance from period to period and as such, bear similar risks as Adjusted EBITDA as documented in footnote (1) above. For that reason, adjusted net income and the related per share amounts, should not be considered in isolation and should be considered only to supplement analysis of U.S. GAAP results.

(3) 
The income tax impacts, if any, of each adjusting item represent a ratable allocation of the total difference between the unadjusted tax expense and the total adjusted tax expense, computed without consideration of any adjusting items using a with and without approach. We eliminated the effect of significant changes to income tax valuation allowances from our presentation of adjusted net income to allow investors to better compare our ongoing financial performance from period to period. We do not adjust for insignificant changes in tax valuation allowances because we do not believe it provides more meaningful information than is provided under GAAP.

(4)
As presented within Item 2, operating expenses includes selling, general and administrative expenses and other operating expense (income), net.

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Three Months Ended March 31, 20182019 Compared to the Three Months Ended March 31, 20172018

For the three months ended March 31, 2018,2019, net loss was $2 million on revenues of $562 million, compared with net income wasof $80 million on revenues of $622 million compared with a net loss of $13 million on revenues of $537 million for the same period in 2017.2018. The increasedecrease of $93$82 million in net income was the result of the following items:

Revenues for the three months ended March 31, 2018 increased2019 decreased by $85$60 million, or 16%10%, as compared with the same period in 2017.2018. The increasedecrease was due to a $71$31 million increasedecrease in revenue in our Titanium Dioxide
segment primarily related to increases in average selling prices, and an $14a $29 million increasedecrease in revenue in our Performance Additives segment due to increases in selling prices.segment. See “—"—Segment Analysis”Analysis" below.

Our operating expenses for the three months ended March 31, 2018 decreased2019 increased by $9$4 million, or 15%8%, as compared with the same period in 2017,2018, primarily related to savingsa $5 million unfavorable impact of foreign currency year over year and a $3 million unfavorable change in other income and expense offset by a $4 million decrease in SG&A costs from our business improvement program.

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Table2018 to 2019. The decline in other income and expense was driven by sales of Contents

carbon credits in the first quarter of 2018 for which there were no comparable sales in the same period of 2019.

Restructuring, impairment and plant closing and transition costs for the three months ended March 31, 2018 decreased2019 increased to $9$12 million from $26$9 million for the same period in 2017.2018 primarily as a result of the planned closure of our plant in Pori, Finland beginning in the third quarter of 2018. For more information concerning restructuring and plant closing activities, see "Note 6.7. Restructuring, Impairment, and Plant Closing and Transition Costs" of the notes to unaudited condensed consolidated and combined financial statements.

Our income tax expense for the three months ended March 31, 2018 increased2019 was $1 million compared to $20 million from a $4 million income tax benefit for the same period in 2017.2018. Our income tax expense istaxes are significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see "Note 9.10. Income Taxes" of the notes to unaudited condensed consolidated and combined financial statements.

Segment Analysis

Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017
Three Months Ended Percent Change Favorable (Unfavorable)Three Months Ended Percent Change Favorable (Unfavorable)
March 31, March 31, 
(Dollars in millions)2018 2017 2019 2018 
Revenues          
Titanium Dioxide$456
 $385
 18%$425
 $456
 (7)%
Performance Additives166
 152
 9%137
 166
 (17)%
Total$622
 $537
 16%$562
 $622
 (10)%
Segment adjusted EBITDA    

Adjusted EBITDA     
Titanium Dioxide$143
 $48
 198%$61
 $143
 (57)%
Performance Additives24
 21
 14%15
 24
 (38)%
167
 69
 142%76
 167
 (54)%
Corporate and other(10) (20) 50%(16) (10) (60)%
Total$157
 $49
 220%$60
 $157
 (62)%

Three Months Ended March 31, 2018 vs. 2017Three Months Ended March 31, 2019 vs. 2018
Average Selling Price(1)
    
Average Selling Price(1)
    
Local Currency Foreign Currency Translation Impact Mix & Other 
Sales Volumes(2)
Local Currency Foreign Currency Translation Impact Mix & Other 
Sales Volumes(2)
Period-Over-Period Increase (Decrease)              
Titanium Dioxide23% 10% — % (15)%(6)% (4)% —% 3 %
Performance Additives7% 6% (3)% (1)%(2)% (2)% 1% (14)%
     
(1) 
Excludes revenues from tolling arrangements, by-products and raw materials.
(2) 
Excludes sales volumes of by-products and raw materials.

Titanium Dioxide

The $71 million, or 18%, increase in revenues in our Titanium Dioxide segment for the three months ended March 31, 2018 compared to the same period in 2017 was primarily due to a 23% increase in average selling prices, a 10% improvement driven by the favorable impact of foreign exchange rates, primarily against the Euro, partially offset by a 15% decrease in sales volumes. The increase in selling prices reflects continued improvement in business conditions for TiO2, allowing for an increase in prices globally. Sales volumes decreased primarily as a result of the fire at our Pori, Finland manufacturing facility and as a result of plant closures as part of our restructuring programs. Excluding the impact of the fire at our Pori plant and the impact of plants closed as part of our restructuring programs, sales volumes increased by 2%.

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Titanium Dioxide

Segment adjusted EBITDA of ourThe Titanium Dioxide segment generated revenues of $425 million in the three months ended March 31, 2019, a decrease of $31 million, or 7%, compared to the same period in 2018. The decrease was primarily due to a 6% decline in average selling prices and a 4% unfavorable impact from foreign currency translation partially offset by a 3% increase in sales volumes. The decrease in average selling prices was primarily attributable to a convergence of higher European selling prices towards North American prices and softer business conditions in Asia Pacific, partially offset by continued strength in pricing for our specialty TiO2 products globally. Sales volumes of functional TiO2 products increased by $95in Europe primarily due to the impact of accelerated purchases related to Brexit and modest growth. Volumes of functional TiO2 products increased modestly in North America and decreased in Asia Pacific. Specialty TiO2 volumes increased 11% globally, due to higher production for certain products.

Adjusted EBITDA for the Titanium Dioxide segment was $61 million, a decrease of $82 million for the three months ended March 31, 20182019 compared to the same period in 2017. This improvement2018, or a decrease of $64 million after excluding $18 million of lost earnings attributable to our Pori, Finland TiO2 manufacturing facility, which were reimbursed through insurance proceeds in 2018. The decrease was primarily a result of lower average TiO2 selling prices, higher revenues,raw material and energy costs, the aforementioned lost earnings attributable to our Pori, Finland manufacturing facility and $7 million from the sale of carbon credits in the prior year period and $8partially offset by higher sales volumes and a $2 million of EBITDA benefit from our 2019 Business Improvement Program, partially offset by increases in raw material and other direct costs.Program.
.
Performance Additives

The increase in revenues in our Performance Additives segment generated $137 million of $14revenue in the three months ended March 31, 2019, a decline of $29 million, or 9%17%, compared to the same period in 2018. This resulted from a 14% decrease in volumes, a 2% decrease in average selling prices and a 2% decrease due to the unfavorable impact of foreign currency translation and partially offset by a 1% increase from mix and other. The decline in volumes was primarily as a result of lower demand for certain products, principally in construction-related applications driven by adverse weather conditions in North America, the impact of plant shutdowns as part of prior restructuring actions and customer destocking. Average selling prices declined due to the composition of sales within our color pigments and functional additives businesses.

Adjusted EBITDA in the Performance Additives segment was $15 million, a decrease of $9 million for the three months ended March 31, 20182019 compared to the same period in 2017 was2018, primarily due to a 7% increase inlower average selling prices a 6% improvement driven by the favorable impact of foreign exchange rates,and lower sales volumes, partially offset by a 1% decrease in volumeslower raw material and energy costs, lower selling, general and administrative costs and a 3% decrease due to less favorable mix and other. The improvement in selling prices was primarily in certain color pigment and functional additives product lines, where we raised prices to offset increases in raw material costs.

Segment adjusted EBITDA in our Performance Additives segment increased by $3$1 million or 14%, compared to the same period in 2017, due to the increase in revenue and a $2 million increase due to savingsbenefit from our 2019 Business Improvement Program, partially offset by increases in raw material costs.Program.

Corporate and Other

Corporate and other represents expenses which are not allocated to our segments. Losses from Corporate and other were $10$16 million, loweror $6 million higher in the three months ended March 31, 2019 than the same period in the prior year as our costs to operate2018, primarily as a standalone company are lower than those costs historically allocated to usresult of the unfavorable impact of foreign currency translation arising from Huntsman.weakness in the Euro versus the U.S. dollar.

LIQUIDITY AND CAPITAL RESOURCESLiquidity and Capital Resources

Prior to the separation, our primary source of liquidity and capital resources had been cash flows from operations, our participation in a cash pooling program with Huntsman and debt incurred by Huntsman. Following the separation, we have not received any funding through the Huntsman cash pooling program. We had cash and cash equivalents of $223$80 millionand $238$165 million as of March 31, 20182019 and December 31, 2017,2018, respectively. We expect to have adequate liquidity to meet our obligations over the next 12 months. Additionally, we believe our future obligations, including needs for capital expenditures, will be met by available cash generated from operations and borrowings under the ABL Facility.borrowings.

On August 8, 2017, in connection with our IPO and the separation, we entered into new financing arrangements and incurred new debt, including $375 million of Senior Notes issued by our subsidiaries Venator Finance S.a.r.l.S.à.r.l. and Venator Materials LLC, (the "Issuers"),as Issuers, and borrowings of $375 million under the term loan facility. We used the net proceeds of the Senior Notes and the Term Loan Facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million. Substantially all Huntsman receivables or payables were eliminated in connection with the separation, other than aFacility. A payable to Huntsman for a liability pursuant to the Tax Matters Agreement entered into at the time of the separation which has been presented as “Noncurrent"Noncurrent payable to affiliate” within the affiliates" on our unaudited condensed consolidated and combinedbalance sheet.sheets.


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In addition to the Senior Notes and the Term Loan Facility, we entered into the ABL Facility. 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 borrowing availability. Assuming all proposed borrowers currently participate in the facility, theThe borrowing base calculation as of March 31, 20182019 is in excess of $276$273 million, of which $263 $264 million wasis available to borrowers. To participate in the facility, each borrower is required to deliver certain documentation and security agreements to the satisfaction of the administrative agent, which was achieved in January 2018.be drawn.

Items Impacting Short-Term and Long-Term Liquidity

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Our liquidity can be significantly impacted by various factors. The following matters had, or are expected to have, a significant impact on our liquidity:

Cash invested in our accounts receivable and inventory, net of accounts payable, as reflected in our unaudited condensed consolidated statements of cash flows increased by approximately $56$7 million for the three months ended March 31, 20182019 as reflectedcompared to the same period in our unaudited condensed consolidated and combined statements of cash flows.the prior year. We expect volatility in our working capital components to continue due to seasonal changes in working capital throughout the year.

During 2018, weWe expect to spend approximately $120$130 million on capital expenditures excluding spending on the restoration of our Pori facility, approximately $20 million of which has been spent as of March 31, 2018.during 2019. Our future expenditures include certain EHS maintenance and upgrades;upgrades, periodic maintenance and repairs applicable to major units of manufacturing facilities; expansions of our existing facilities or construction of new facilities; and certain cost reduction projects.projects; and the cost to transfer specialty and differentiated manufacturing from Pori, Finland to other sites within our manufacturing network. We expect to fund this spending with cash on hand as well as cash provided by operations.
operations and borrowings.

During the three months ended March 31, 2018,2019, we made contributions to our pension and postretirement benefit plans of $7$6 million. During the remainder of 2018,2019, we expect to contribute an additional amount of approximately $21$30 million to these plans.

We are involved in a number of cost reduction programs for which we have established restructuring accruals. As of March 31, 20182019, we had $31$28 million of accrued restructuring costs of which $20$17 million is classified as current. We expect to incur additional restructuring and plant closing costs of approximately $34$17 million, including $12$10 million for non-cash charges, and pay approximately $30$22 million, through the remainder of 2018.2019. For further discussion of these plans and the costs involved, see "Note 6.7. Restructuring, Impairment, and Plant Closing and Transition Costs" of the notes to unaudited condensed consolidated and combined financial statements.

Further, althoughIn the business improvement program isfirst quarter of 2019 we announced additional cost reduction initiatives which are expected to be completed by the endprovide approximately $40 million of 2018, we expectannual adjusted EBITDA benefit compared to incur additional restructuring charges well beyond the end of 2018. We expect actions will be complete in 2020, ending the business improvement program to provide additional contributions to adjusted EBITDA in 2018.year at the full run rate level.

•
On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland, experienced fire damage and we continue to repairdamage. We are in the facility. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductiblesprocess of $15 million and 60 days, respectively. Theclosing our Pori, facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our totalFinland, TiO2 nameplate capacitymanufacturing facility and approximately 2%transferring the production of total global TiO2 demand.specialty and differentiated product grades to other sites within our existing network. In the first quarter of 2019, we had capital expenditures of $24 million related to project wind-down and closure costs. We intend to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors.

Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products, and we intend to restore manufacturing of the balance of these more profitable specialty products as quickly as possible. The reconstruction process entails a series of mechanical construction phases with concurrent rolling commissioning. Subject to the pace of our progress during commissioning, we expect some of this specialty capacity to be producing finished product during the second half of this year and the remaining specialty capacity to be restored and producing finished product during 2019. Based on current market and economic conditions, associated costs and projected returns, we currently expect to rebuild the commodity portion of the facility, but do not expect it to be reintroduced into the market prior to 2020.

We continue to estimate that the total cost to rebuild and commission the Pori facility will exceed the total insurance proceeds received by $325 to $375 million. . We expect to account for our uncovered costs as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of insurance proceeds are incurred. Based on current and anticipated market conditions, we currently expect our business interruption losses through 2019 to be fully offset by insurance proceeds. However, these are preliminary estimates based on a number of significant assumptions, and as a

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result uninsured costs could exceed current estimates. Please see “Part II, Item 1A. Risk Factors-Risks Relating to our Business- Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse impact on our business, results of operations and/or financial condition.”

We have $750$733 million in aggregate principal outstanding under $375$370 million, 5.75% of Senior Notes due 2025, and a $375$363 million Term Loan Facility. See further discussion under "Financing Arrangements."

Following the separation and our IPO, we can no longer rely on Huntsman’s earnings, assets, cash flow or credit and we are responsible for obtaining and maintaining sufficient working capital and servicing our debt. See “Part I. Item 1A. Risk Factors—Risks Related to Our Relationship with Huntsman—If we are unable to generate sufficient cash flow from our operations, our business, financial condition and results of operations may be materially and adversely affected” in our Annual Report on form 10-K for the year ended December 31, 2017 filed with the SEC on February 23, 2018 (our "Form 10-K").

As of March 31, 20182019 and December 31, 20172018, we had $9$7 million and $14$8 million, respectively, classified as current portion of debt.

As of March 31, 20182019 and December 31, 20172018, we had approximately $24$18 million and $31$36 million, respectively, of cash and cash equivalents held outside of the U.S. and Europe, including our variable interest entities. As of March 31, 20182019, our

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non-U.K. subsidiaries have no plan to distribute earningsfunds in a manner that would cause them to be subject to U.K., U.S., or other local country taxation. During the three months ended March 31, 2019, a non-U.K. subsidiary distributed $12 million to a U.K. subsidiary subject to a 5% withholding tax.

Cash Flows for the Three Months Ended March 31, 20182019 Compared to the Three Months Ended March 31, 20172018

Net cash used in operating activities was $29 million for the three months ended March 31, 2019 while net cash provided by operating activities from continuing operations was $51 million for the three months ended March 31, 2018 while2018. The unfavorable variance in net cash provided byfrom operating activities from continuing operationsfor the three months ended March 31, 2019 compared with the same period in 2018 was $21primarily attributable to an $82 million decrease in net income as described in "—Results of Operations" above, a $19 million reduction in insurance proceeds for business interruption, offset by a $28 million favorable variance in operating assets and liabilities for 2019 as compared with 2018.

Net cash used in investing activities was $53 million for the three months ended March 31, 2017. The increase in net cash provided by operating activities from continuing operations for the three months ended March 31, 20182019, compared with the same period in 2017 was primarily attributable to the $93 million increase in net income as described in “—Results of Operations” above and insurance proceeds for business interruption received in 2017 of $62 million, offset by a $93 million unfavorable variance in operating assets and liabilities for 2018 as compared with 2017.

Net cash used in investing activities from continuing operations was $67 million for the three months ended March 31, 2018, compared to net cash used in investing activities from continuing operations of $58 million for the three months ended March 31, 2017.2018. The increasedecrease in net cash used in investing activities from continuing operations for the three months ended March 31, 2018 compared with the same period in 2017 was primarily attributable to a decrease in insurance proceeds received for recovery of property damage of $54 million and an increase in capital expenditures of $54$21 million compared to the prior year period, partially offset by a decrease$7 million unfavorable variance in net repayments to affiliates of $90 million and an increase in net cash received from and cash invested in unconsolidated affiliates.

Net cash used in financing activities from continuing operations was $3 million for the three months ended March 31, 2019, compared to $8 million for the three months ended March 31, 2018, compared to2018. The decrease in net cash provided byused in financing activities from continuing operations of $41 million for the three months ended March 31, 2017. The increase in net cash used in financing activities from continuing operations for the three months ended March 31, 20182019 compared with the same period in 20172018 was primarily attributable to a decrease in proceeds from affiliate accounts payable of $45 million from 2017 to 2018.repayments on long-term debt.


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Changes in Financial Condition

The following information summarizes our working capital as of March 31, 20182019 and December 31, 20172018:
March 31, December 31, Increase Percent
(Dollars in millions)2018 2017 (Decrease) ChangeMarch 31, 2019 December 31, 2018 Increase (Decrease) Percent Change
Cash and cash equivalents$223
 $238
 $(15) (6)%$80
 $165
 $(85) (52)%
Accounts receivable, net438
 380
 58
 15 %400
 351
 49
 14 %
Accounts receivable from affiliates14
 12
 2
 17 %10
 —
 10
 NM
Inventories482
 454
 28
 6 %503
 538
 (35) (7)%
Prepaid expenses15
 19
 (4) (21)%17
 20
 (3) (15)%
Other current assets78
 66
 12
 18 %53
 51
 2
 4 %
Total current assets from continuing operations1,250
 1,169
 81
 7 %
Total current assets$1,063
 $1,125
 $(62) (6)%
Accounts payable386
 385
 1
 — %331
 382
 (51) (13)%
Accounts payable to affiliates16
 16
 —
 — %15
 18
 (3) (17)%
Accrued liabilities269
 244
 25
 10 %124
 135
 (11) (8)%
Current operating lease liability10
 —
 10
 NM
Current portion of debt9
 14
 (5) (36)%7
 8
 (1) (13)%
Total current liabilities from continuing operations680
 659
 21
 3 %
Total current liabilities$487
 $543
 $(56) (10)%
Working capital$570
 $510
 $60
 12 %$576
 $582
 $(6) (1)%

Our working capital increaseddecreased by $60$6 million as a result of the net impact of the following significant changes:

Cash and cash equivalents decreased by $15$85 million primarily due to inflowsoutflows of $51$29 million from operating activities, of continuing operations offset by $67$53 million of cash outflows from investing activities of continuing operations and $8$3 million from financing activities of continuing operations.activities.
Accounts receivable increased by $58$49 million primarily due to seasonally higher revenues in the three months ended March 31, 2018first quarter of 2019 compared to the three months ended December 31, 2017.
Accrued liabilities increased by $25 million primarily due to deferred income recorded in connection with the partial progress payment received from our insurer related to the fire at our Pori, Finland manufacturing facility.
Accounts receivable from and accounts payable to affiliates represent financing arrangements with affiliates of Huntsman. For further information, see “Note 7. Debt—Cash Pooling Program” of the notes to unaudited condensed consolidated and combined financial statements.


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FINANCING ARRANGEMENTS

Senior Notes

On July 14, 2017, the Issuers entered into an indenture in connection with the issuance of the Senior Notes. The Senior 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 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 sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior 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 Credit Facilities
On August 8, 2017, we entered into the Senior Credit Facilities that provide for first lien senior secured financing of up to $675 million, consisting of:

the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and
the ABL Facility in an aggregate principal amount of up to $300 million, with a maturity of five years.
The Term Loan Facility will amortize in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility, payable quarterly commenced in the fourth quarter of 2017.2018.

Availability to borrow under the $300Inventory decreased $35 million reflecting lower levels of commitments under the ABL Facility is subject to a borrowing base calculation comprised of accounts receivable and inventory in U.S., Canada, the U.K., Germany and accounts receivable in France and Spain, that 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 borrowing availability. As a result, the aggregate amount available for extensions of credit under the ABL Facilityraw material at any time is the lesser of $300 million and the borrowing base calculated accordingMarch 31, 2019 as compared to the formula described above minus the aggregate amount of extensions of credit outstanding under the ABL Facility at such time.

Borrowings under the Term Loan Facility bear interest at a rate equal to, at Venator’s option, either (a) a London Interbank Offering Rate (“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.prior year end.

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Guarantees

All obligations under the Senior Credit Facilities are guaranteedAccrued liabilities decreased by Venator$11 million primarily due to a reduction in accrued interest and substantially all of our subsidiaries (the “Guarantors”), and are secured by substantially allaccrued payroll which is a reflection of the assetstiming of Venator and the Guarantors, payments versus the amounts accrued at March 31, 2019 as compared to December 31, 2018.
Current operating lease liability increased by $10 million as a result of the adoption of ASU No. 2016-02, Leases (Topic 842) in each case subject to certain exceptions. Lien priority as between the Term Loan Facility andfirst quarter of 2019. See "Note 2. Recently Issued Accounting Pronouncements" for further discussion of the ABL Facility with respect to the collateral will be governed by an intercreditor agreement.implementation of this accounting standard.

AUGUSTA MATTERFinancing Arrangements

In February 2017, Huntsman filed suit againstFor a discussion of financing arrangements see "Note 8. Debt" of the legacy owner and certain former executives of Rockwood, primarily relatednotes to the failure of new technology that Huntsman acquired in the Rockwood acquisition that was to be implemented at the new Augusta, Georgia, facility and subsequently at other facilities. Huntsman is seeking various forms of legal remedy, including compensatory damages, punitive damages, expectation damages, consequential damages and restitution. Venator is not party to the suit.unaudited condensed consolidated financial statements.

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING AND TRANSITION COSTSRestructuring, Impairment and Plant Closing and Transition Costs

For a discussion of our restructuring plans and the costs involved, see “"Note 6.7. Restructuring, Impairment, and Plant Closing and Transition Costs”" of the notes to unaudited condensed consolidated and combined financial statements.

LEGAL PROCEEDINGSLegal Proceedings

For a discussion of legal proceedings, see “"Note 11.12. Commitments and Contingencies—Legal Matters”Matters" of the notes to unaudited condensed consolidated and combined financial statements.

ENVIRONMENTAL, HEALTH AND SAFETY MATTERSEnvironmental, Health and Safety Matters

As noted in the 20172018 Form 10-K, specifically within “Part"Part I. Item 1. Business—Environmental, Health and Safety Matters”Matters" and “Part"Part I. Item 1A. Risk Factors,”" we are subject to extensive environmental regulations, which may impose significant additional costs on our operations in the future. While we do not expect any of these enactments or proposals to have a material adverse effect on us in the near term, we cannot predict the longer‑termlonger-term effect of any of these regulations or proposals on our future financial condition. For a discussion of EHS matters, see “"Note 12.13. Environmental, Health and Safety Matters”" of the notes to unaudited condensed consolidated and combined financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSRecently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see “"Note 2. Recently Issued Accounting Pronouncements”" of the notes to unaudited condensed consolidated and combined financial statements.

CRITICAL ACCOUNTING POLICIESCritical Accounting Policies

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in our unaudited condensed consolidated and combined financial statements. There have been no changes to our critical accounting policies or estimates other than changes to our revenue recognition policy as a result of the adoption of ASC 606, Revenue from Contracts with Customers as detailed below.

estimates. See the Company’s critical accounting policies in “Part"Part 2. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies”Policies" in the 20172018 Form 10-K.

Revenue Recognition

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Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. 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, there is a present right to payment and legal title, and the risks and rewards of ownership have transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, such as changes in interest rates, and foreign exchange rates.rates, and commodity prices. We manage these risks through normal operating and financing activities and, when appropriate, through the use of derivative instruments. We do not invest in derivative instruments for speculative purposes.

Interest Rate Risk

We are exposed to interest rate risk through the structure of our debt portfolio which includes a mix of fixed and floating rates. Actions taken to reduce interest rate risk include managing the mix and rate characteristics of various interest bearinginterest-bearing liabilities.

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The carrying value of our floating rate debt is approximately $366$363 million at March 31, 2018.2019. A hypothetical 1% increase in interest rates on our floating rate debt as of March 31, 20182019 would increase our interest expense by approximately $4 million on an annualized basis.

Foreign Exchange Rate Risk

We are exposed to market risks associated with foreign exchange risk.exchange. Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. We enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of three months or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. At March 31, 20182019 and December 31, 20172018, we had approximately $101$102 million and $109$89 million, respectively, notional amount (in U.S. dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month.

In December 2017, we entered into three cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. dollar denominated notes, including the semi-annual interest payments and the payment of remaining principle at maturity, to a fixed-rate, Euro denominated debt. The economic effect of the swap agreement was to eliminate the uncertainty of the cash flows in U.S. Dollars associated with the notes by fixing the principle amount at €169 million with a fixed annual rate of 3.43%. These hedges have been designated as cash flow hedges and the critical terms of the cross-currency swap agreements correspond to the underlying hedged item. These swaps mature in July 2022, which is our best estimate of the repayment date of these intercompany loans. The amount and timing of the semi-annual principle payments under the cross-currency swap also correspond with the terms of the intercompany loans. Gains and losses from these hedges offset the changes in the value of interest and principal payments as a result of changes in foreign exchange rates.

During 2018,2019, the changes in accumulated other comprehensive loss associated with these cash flow hedging activities was a lossgain of approximately $7$4 million.

Commodity Price Risk

A portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with the changes in the business cycle. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula

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price contracts to transfer or share commodity price risk. We did not have any commodity derivative instruments in place as of March 31, 20182019 and December 31, 2017.2018.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by ruleRule 13-a 15(b) under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report.Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of March 31, 2018,2019, our disclosure controls and procedures were effective, in that they ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurity and Exchange Commission’s rules and forms, and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the three months ended March 31, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). However, we can only give reasonable assurance that our internal controlscontrol over financial reporting will prevent or detect material misstatements on a timely basis. Ineffective internal controlscontrol over financial reporting could cause investors to lose confidence in our reported financial information and could result in a lower trading price for our securities.


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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

DuringShareholder 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 by an alleged purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on December 1, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges 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 first two of the three months ended March 31, 2018, therecases have been no material developmentsconsolidated into a single action, and we expect the third to be consolidated with respectthem as well. The plaintiffs seek to material legal proceedings referenced in“Part I. Item 3. Legal Proceedings”determine that the proceeding should be certified as a class action and to obtain alleged compensatory damages, costs, rescission and equitable relief. We may be required to indemnify our executive officers and directors, Huntsman, and the banks who acted as underwriters in our IPO and secondary offerings, for losses incurred by them in connection with these matters pursuant to our agreements with such parties. Because of our 2017 Form 10-K.the early stage of this litigation, we are unable to reasonably estimate any possible loss or range of loss and we have not accrued for a loss contingency with regard to this matter.

ITEM 1A. RISK FACTORS

As of the date of this filing, the Company and its operations continue to be subject to the risk factors previously disclosed in “Part"Part I. Item 1A. Risk Factors”Factors" of our 20172018 Form 10-K. In addition, the following risk factor included substantive changes from those disclosed in our 2017 Form 10-K:

Risks Related to Our Business

Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse
impact on our business, results of operations and/or financial condition.

Manufacturing facilities in our industry are subject to planned and unplanned production shutdowns, turnarounds, outages and other disruptions. Any serious disruption at any of our facilities could impair our ability to use our facilities and have a material adverse impact on our revenues and increase our costs and expenses. Alternative facilities with sufficient capacity may not be available, may cost substantially more or may require a significant amount of time to increase production or qualify with our customers, any of which could negatively impact our business, results of operations and/or financial condition. Long-term production disruptions may cause our customers to seek alternative supply which could further adversely affect our profitability.

Unplanned production disruptions may occur for external reasons including natural disasters, weather, disease, strikes, transportation interruption, government regulation, political unrest or terrorism, or internal reasons, such as fire, unplanned maintenance or other manufacturing problems. Any such production disruption could have a material impact on our operations, operating results and financial condition. For example, on January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO2 nameplate capacity and approximately 2% of total global TiO2 demand. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products, and we intend to restore manufacturing of the balance of these more profitable specialty products as quickly as possible. The reconstruction process entails a series of mechanical construction phases with commissioning on a rolling basis thereafter. Subject to the pace of our progress during commissioning, we expect some of this capacity related to our specialty products to be producing finished product during the second half of this year and the remaining capacity related to our specialty products to be restored and producing finished product during 2019. Based on current market and economic conditions, associated costs and projected returns, we intend to rebuild the commodity production capacity of the facility, but do not currently expect it produce product prior to 2020.

We are party to a number of contracts with a variety of third parties involved in the Pori rebuild, including various vendors of required equipment and necessary engineering, demolition, construction and other services. We may experience delays in construction, equipment procurement, or in start-up or plant commissioning, and there is no single third party to whom we can turn for recourse in the event of delays, increased costs or other problems associated with the rebuild. Even if we are able to resume production on this schedule, we may lose customers that have in the meantime found alternative suppliers elsewhere.

The site is insured for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. On April 13, we received a final payment from our insurers of €191 million, or $236 million, bringing our total insurance receipts to €468 million, or $551 million, which was the limit of our insurance proceeds. We elected to receive the insurance proceeds in Euros in order to match the currency of the related business interruption losses and capital expenditures resulting from the Pori fire. During the first quarter of 2018, we received €52 million, or $62 million, of insurance proceeds, while €225 million, or $253 million, was received during 2017. We

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continue to estimate that the total cost to rebuild and commission the Pori facility (including the commodity portion) will exceed the total insurance proceeds received by $325 to $375 million. We expect to account for our uncovered costs as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of insurance proceeds received are incurred. Based on current and anticipated market conditions, we currently expect our business interruption losses through 2019 will be fully offset by the insurance proceeds we have received to date. However, these are preliminary estimates based on a number of significant assumptions, and as a result uninsured costs could exceed current estimates. Factors that could materially impact our current estimates include our actual future TiO2 profitability and related impact on our business interruption losses; the accuracy of our current property damage estimates; the actual costs and timing of our reconstruction efforts; market and other factors impacting our reconstruction of the commoditized portion of the facility; our ability to secure government subsidies related to our reconstruction efforts; and a number of other significant market and facility-related assumptions. Additionally, our premiums and deductibles may increase substantially as a result of the fire.

In addition, we rely on a number of vendors, suppliers and, in some cases, sole-source suppliers, service providers, toll manufacturers and collaborations with other industry participants to provide us with chemicals, feedstocks and other raw materials, along with energy sources and, in certain cases, facilities that we need to operate our business. If the business of these third parties is disrupted, some of these companies could be forced to reduce their output, shut down their operations or file for bankruptcy protection. If this were to occur, it could adversely affect their ability to provide us with the raw materials, energy sources or facilities that we need, which could materially disrupt our operations, including the production of certain of our products. Moreover, it could be difficult to find replacements for certain of our business partners without incurring significant delays or cost increases. All of these risks could have a material adverse effect on our business, results of operations, financial condition and liquidity.

While we maintain business recovery plans that are intended to allow us to recover from natural disasters or other events that could disrupt our business, we cannot provide assurances that our plans would fully protect us from the effects of all such disasters or from events that might increase in frequency or intensity due to climate change. In addition, insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters. In areas prone to frequent natural or other disasters, insurance may become increasingly expensive or not available at all. Furthermore, some potential climate-driven losses, particularly flooding due to sea-level rises, may pose long-term risks to our physical facilities such that operations cannot be restored in their current locations.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information with respect to shares of equity-based awards granted under our share incentive plans that we withheld upon vesting to satisfy our tax withholding obligations during the three months ended March 31, 2018.
  
Total number of shares purchased(1)
 
Average price paid per share(1)
 Total number of shares purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
January —
 $—
 —
 $—
February 73,426
 21.37
 —
 —
March —
 —
 —
 —
Total 73,426
 $21.37
 —
 $—
(1)
Represents shares purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units.

ITEM 6. EXHIBITS

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Each exhibit identified below is filed as a part of this report. Exhibits designated with an "*" are filed as an exhibit to this Quarterly Report on Form 10-Q and Exhibits designated with an "+" indicates a management contract or compensatory plan.
    Incorporated by Reference
Exhibit
Number		 Description Schedule
Form		 Exhibit Filing Date
10.1 
Form of Restricted Stock Unit Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan
 10-Q 10.21 February 23, 2017
10.2 
Form of non-qualified Stock Option Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan
 10-Q 10.22 February 23, 2017
10.3* 
Venator Outside Directors Elective Deferral Plan
      
10.4* 
Venator Executive Elective Deferral Plan
      
31.1* 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      
31.2* 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      
32.1* 
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      
32.2* 
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      
101.INS* XBRL Instance Document      
101.SCH* XBRL Taxonomy Extension Schema Document      
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document      
101.DEF* XBRL Taxonomy Definition Linkbase Document      
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document      
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document      
Incorporated by Reference
Exhibit
Number		DescriptionSchedule
Form		ExhibitFiling Date
31.1*
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
VENATOR MATERIALS PLC
(Registrant)
  
Date:May 1, 20189, 2019By:/s/ Kurt D. Ogden
 Kurt D. Ogden
 SeniorExecutive Vice President and Chief Financial Officer
  
Date:May 1, 20189, 2019By:/s/ Stephen Ibbotson
 Stephen Ibbotson
 Vice President and Controller



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