UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q



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


For the quarterly period ended September 30, 20182019
OR
o☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number 001-38176


vntr-20190930_g1.jpg
Venator Materials PLC
(Exact name of registrant as specified in its charter)

England and Wales98-1373159
(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)


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
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 oYes ☑ No ☐


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
YES þ NO oYes ☑ No ☐


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 emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company," in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero
☑
Accelerated filero
☐
Non-accelerated filerþ
☐
Smaller reporting companyo
☐
Emerging growth companyo☐


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-2 of the Exchange Act).
YES o NO þYes ☐ No ☑


As of October 19, 2018,30, 2019, the registrant had outstanding 106,406,761106,564,828 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 SEPTEMBER 30, 2018

TABLE OF CONTENTS
Page
2
Page
2
34
34
Condensed Consolidated and Combined Balance Sheets
34
Condensed Consolidated and Combined Statements of Operations
45
Condensed Consolidated and Combined Statements of Comprehensive (Loss) Income
56
Condensed Consolidated and Combined Statements of Equity
67
Condensed Consolidated and Combined Statements of Cash Flows
78
Notes to Unaudited Condensed Consolidated and Combined Financial Statements
89
27
4339
4440
4542
4542
4543
4645
Exhibits
46
Signatures
47


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 September 30, 2018 (“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 (the "Exchange Act"). All statements other than historical or current 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 TiO2 products markets;
•cyclical and volatile TiO2 product applications;
•highly competitive industries and the need to innovate and develop new products;
•
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”) or any increased regulatory scrutiny;
disruptions in•industry production at our manufacturing facilities;capacity and operating rates;
•our ability to successfully transfer technologyproduction of certain specialty and manufacturing capacitydifferentiated products from our Pori, Finland manufacturing facility to other sites inwithin our manufacturing network;
network and the costs associated with the Porisuch transfer and the planned closure of our Porithe facility;
•
impacts on TiO2 markets and the broader global economy from the imposition of tariffs by the U.S. and other countries;
fluctuations in currency exchange rates and tax rates;
price volatility or interruptions in supply of raw materials and energy;
changes to laws, regulations or the interpretation thereof;
significant investments associated with efforts to transform our business;
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;
legal claims against us, including antitrust claims;
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.”"U.K.") from the EU;European Union ("EU");
•increased manufacturing, labeling and waste disposal regulations associated with some of our products, including the outcome of the pending potential classification of TiO2 as a carcinogen in the EU, or any increased regulatory scrutiny;
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•planned and unplanned production shutdowns, turnarounds, outages and other disruptions at our or our suppliers' manufacturing facilities;
•our ability to cover costs from production disruptions, including construction costs and lost revenue, with insurance proceeds;
•fluctuations in currency exchange rates and tax rates;
•impacts on the markets for our products and the broader global economy from the imposition of tariffs by the U.S. and other countries;
•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;
•our ability to successfully grow and transform our 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, or to pursue legal claims against third parties;
•our ability to adequately protect our critical information technology systems;
•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)

VENATOR MATERIALS PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
(Unaudited)
(In millions, except par value)September 30, 2019December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents(a)
$40  $165  
Accounts receivable (net of allowance for doubtful accounts of $4 and $5, respectively)(a)
358  351  
Accounts receivable from affiliates8  —  
Inventories(a)
496  538  
Prepaid expenses24  20  
Other current assets64  51  
Total current assets990  1,125  
Property, plant and equipment, net(a)
936  994  
Operating lease right-of-use assets(a)
42  —  
Intangible assets, net(a)
22  16  
Investment in unconsolidated affiliates84  83  
Deferred income taxes181  178  
Other noncurrent assets75  89  
Total assets$2,330  $2,485  
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)
$273  $382  
Accounts payable to affiliates14  18  
Accrued liabilities(a)
108  135  
Current operating lease liability(a)
8  —  
Current portion of debt(a)
16  8  
Total current liabilities419  543  
Long-term debt737  740  
Operating lease liability(a)
35  —  
Other noncurrent liabilities260  313  
Noncurrent payable to affiliates34  34  
Total liabilities1,485  1,630  
Commitments and contingencies (Notes 12 and 13)
Equity
Ordinary shares $0.001 par value, 200 shares authorized, each, 107 and 106 issued and outstanding, respectively—  —  
Additional paid-in capital1,321  1,316  
Retained deficit(97) (96) 
Accumulated other comprehensive loss(387) (373) 
Total Venator Materials PLC shareholders' equity837  847  
Noncontrolling interest in subsidiaries8  8  
Total equity845  855  
Total liabilities and equity$2,330  $2,485  
(In millions, except par value)September 30, 2018 December 31, 2017
ASSETS
Current assets:   
Cash and cash equivalents(a)
$251
 $238
Accounts receivable (net of allowance for doubtful accounts of $5, each)(a)
398
 380
Accounts receivable from affiliates—
 12
Inventories(a)
513
 454
Prepaid expenses28
 19
Other current assets72
 66
Total current assets1,262
 1,169
Property, plant and equipment, net(a)
1,022
 1,367
Intangible assets, net(a)
17
 20
Investment in unconsolidated affiliates81
 86
Deferred income taxes171
 167
Other noncurrent assets39
 38
Total assets$2,592
 $2,847
LIABILITIES AND EQUITY
Current liabilities:   
Accounts payable(a)
$375
 $385
Accounts payable to affiliates14
 16
Accrued liabilities(a)
161
 244
Current portion of debt(a)
7
 14
Total current liabilities557
 659
Long-term debt741
 743
Other noncurrent liabilities281
 306
Noncurrent payable to affiliates34
 34
Total liabilities1,613
 1,742
Commitments and contingencies (Notes 11 and 12)
 
Equity   
Ordinary shares $0.001 par value, 200 shares authorized, 106 issued and outstanding, each—
 —
Additional paid-in capital1,314
 1,311
Retained (deficit) earnings(27) 67
Accumulated other comprehensive loss(317) (283)
Total Venator Materials PLC shareholders' equity970
 1,095
Noncontrolling interest in subsidiaries9
 10
Total equity979
 1,105
Total liabilities and equity$2,592
 $2,847

(a)
At September 30, 2018 and December 31, 2017, $5 each 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; $15 and $17 of intangible assets, net; $1 each of accounts payable; $3 and $4 of accrued liabilities; and $2 each of current portion of debt, respectively, from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 5. Variable Interest Entities."

(a) At September 30, 2019 and December 31, 2018, the following amounts from consolidated variable interest entities are included in the respective balance sheet captions above: $5 each of cash and cash equivalents; $5 each of accounts receivable, net; $1 each of inventories; $5 each of property, plant and equipment, net; $1 and nil of operating lease right-of-use assets; $12 and $14 of intangible assets, net; $1 each of accounts payable; $2 and $4 of accrued liabilities; $1 and nil of operating lease liabilities; and $2 each of current portion of debt. See "Note 6. Variable Interest Entities."

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 OPERATIONS
(Unaudited)
Three months ended
September 30,		Nine months ended
September 30,
(Dollars in millions, except per share amounts)2019201820192018
Trade sales, services and fees, net$526  $533  $1,666  $1,781  
Cost of goods sold464  463  1,461  1,110  
Operating expenses:
Selling, general and administrative45  52  138  162  
Restructuring, impairment, and plant closing and transition costs12  428  24  573  
Other operating expense (income), net5  5  12  (8) 
Total operating expenses62  485  174  727  
Operating (loss) income—  (415) 31  (56) 
Interest expense(13) (14) (40) (41) 
Interest income3  4  9  11  
Other income1  4  3  8  
(Loss) income before income taxes(9) (421) 3  (78) 
Income tax (expense) benefit(8) 55  —  (10) 
Net (loss) income(17) (366) 3  (88) 
Net income attributable to noncontrolling interests(2) (2) (4) (6) 
Net loss attributable to Venator$(19) $(368) $(1) $(94) 
Per Share Data:
Loss attributable to Venator Materials PLC ordinary shareholders, basic$(0.18) $(3.46) $(0.01) $(0.88) 
Loss attributable to Venator Materials PLC ordinary shareholders, diluted$(0.18) $(3.46) $(0.01) $(0.88) 
 Three months ended
September 30,		 Nine months ended
September 30,
(Dollars in millions, except per share amounts)2018 2017 2018 2017
Trade sales, services and fees, net$533
 $582
 $1,781
 $1,681
Cost of goods sold463
 448
 1,110
 1,356
Operating expenses:       
Selling, general and administrative (includes corporate allocations from Huntsman Corporation of nil, $9, nil and $62, respectively)52
 50
 162
 157
Restructuring, impairment, and plant closing and transition costs428
 16
 573
 49
Other expense (income), net5
 (6) (8) 1
Total operating expenses485
 60
 727
 207
Operating (loss) income(415) 74
 (56) 118
Interest expense(14) (30) (41) (54)
Interest income4
 22
 11
 25
Other income4
 1
 8
 3
(Loss) income from continuing operations before income taxes(421) 67
 (78) 92
Income tax benefit (expense)55
 (14) (10) (26)
(Loss) income from continuing operations(366) 53
 (88) 66
Income from discontinued operations, net of tax—
 —
 —
 8
Net (loss) income(366) 53
 (88) 74
Net income attributable to noncontrolling interests(2) (2) (6) (8)
Net (loss) income attributable to Venator$(368) $51
 $(94) $66
        
Basic (loss) earnings per share:       
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders$(3.46) $0.48
 $(0.88) $0.55
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders—
 —
 —
 0.08
Net (loss) income attributable to Venator Materials PLC ordinary shareholders$(3.46) $0.48
 $(0.88) $0.63
        
Diluted (loss) earnings per share:       
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders$(3.46) $0.48
 $(0.88) $0.54
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders—
 —
 —
 0.08
Net (loss) income attributable to Venator Materials PLC ordinary shareholders$(3.46) $0.48
 $(0.88) $0.62


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 (LOSS) INCOME
(Unaudited)
Three months ended
September 30,		Nine months ended
September 30,
(Dollars in millions)2019201820192018
Net (loss) income$(17) $(366) $3  $(88) 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment(34) 9  (36) (49) 
Pension and other postretirement benefits adjustments4  3  12  10  
Hedging instruments5  —  10  5  
Total other comprehensive (loss) income, net of tax(25) 12  (14) (34) 
Comprehensive loss(42) (354) (11) (122) 
Comprehensive income attributable to noncontrolling interest(2) (2) (4) (6) 
Comprehensive loss attributable to Venator$(44) $(356) $(15) $(128) 
 Three months ended
September 30,		 Nine months ended
September 30,
(Dollars in millions)2018 2017 2018 2017
Net (loss) income$(366) $53
 $(88) $74
Other comprehensive income (loss), net of tax:    

 

Foreign currency translation adjustment9
 (4) (49) 75
Pension and other postretirement benefits adjustments3
 8
 10
 36
Hedging instruments—
 —
 5
 —
Total other comprehensive income (loss), net of tax12
 4
 (34) 111
Comprehensive (loss) income(354) 57
 (122) 185
Comprehensive income attributable to noncontrolling interest(2) (2) (6) (8)
Comprehensive (loss) income attributable to Venator$(356) $55
 $(128) $177


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 EQUITY
(Unaudited)
Total Venator Materials PLC Equity
Ordinary SharesAdditional Paid-in CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in SubsidiariesTotal
(In millions)SharesAmount
Balance, January 1, 2019106$—  $1,316  $(96) $(373) $8  $855  
Net (loss) income——  —  (3) —  1  (2) 
Other comprehensive income, net of tax——  —  —  19  —  19  
Dividends paid to noncontrolling interests——  —  —  —  (1) (1) 
Activity related to stock plans1—  1  —  —  —  1  
Balance, March 31, 2019107$—  $1,317  $(99) $(354) $8  $872  
Net income——  —  21  —  1  22  
Other comprehensive loss, net of tax——  —  —  (8) —  (8) 
Dividends paid to noncontrolling interests——  —  —  —  (2) (2) 
Activity related to stock plans——  2  —  —  —  2  
Balance, June 30, 2019107$—  $1,319  $(78) $(362) $7  $886  
Net (loss) income——  —  (19) —  2  (17) 
Other comprehensive loss, net of tax——  —  —  (25) —  (25) 
Dividends paid to noncontrolling interests——  —  —  —  (1) (1) 
Activity related to stock plans——  2  —  —  —  2  
Balance, September 30, 2019107$—  $1,321  $(97) $(387) $8  $845  
 Total Venator Materials PLC Equity    
(Dollars in millions)Parent's Net Investment and Advances Ordinary Shares Additional Paid-in Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Noncontrolling Interest in Subsidiaries Total
Balance, January 1, 2018$—
 $—
 $1,311
 $67
 $(283) $10
 $1,105
Net (loss) income—
 —
 —
 (94) —
 6
 (88)
Net changes in other comprehensive loss—
 —
 —
 —
 (34) —
 (34)
Dividends paid to noncontrolling interests—
 —
 —
 —
 —
 (7) (7)
Activity related to stock plans—
 —
 3
 —
 —
 —
 3
Balance, September 30, 2018$—
 $—
 $1,314
 $(27) $(317) $9
 $979


Total Venator Materials PLC Equity
Ordinary SharesAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossNoncontrolling Interest in SubsidiariesTotal
(In millions)SharesAmount
Balance, January 1, 2018106$—  $1,311  $67  $(283) $10  $1,105  
Net income——  —  78  —  2  80  
Other comprehensive income, net of tax——  —  —  53  —  53  
Dividends paid to noncontrolling interests——  —  —  —  (2) (2) 
Activity related to stock plans——  1  —  —  —  1  
Balance, March 31, 2018106$—  $1,312  $145  $(230) $10  $1,237  
Net income——  —  196  —  2  198  
Other comprehensive loss, net of tax——  —  —  (99) —  (99) 
Dividends paid to noncontrolling interests——  —  —  —  (3) (3) 
Activity related to stock plans——  1  —  —  —  1  
Balance, June 30, 2018106$—  $1,313  $341  $(329) $9  $1,334  
Net (loss) income——  —  (368) —  2  (366) 
Other comprehensive loss, net of tax——  —  —  12  —  12  
Dividends paid to noncontrolling interests——  —  —  —  (2) (2) 
Activity related to stock plans——  1  —  —  —  1  
Balance, September 30, 2018106$—  $1,314  $(27) $(317) $9  $979  
 Total Venator Materials PLC Equity    
(Dollars in millions)Parent's Net Investment and Advances Ordinary Shares Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest in Subsidiaries Total
Balance, January 1, 2017$588
 $—
 $—
 $—
 $(423) $12
 $177
Net income (loss)67
 —
 —
 (1) —
 8
 74
Net changes in other comprehensive income—
 —
 —
 —
 111
 —
 111
Dividends paid to noncontrolling interests—
 —
 —
 —
 —
 (9) (9)
Net changes in parent’s net investment and advances663
 —
 —
 —
 —
 —
 663
Conversion of parent's net investment and advances to paid-in capital(1,318) —
 1,318
 —
 —
 —
 —
Balance, September 30, 2017$—
 $—
 $1,318
 $(1) $(312) $11
 $1,016


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)
Nine months ended September 30,Nine months ended September 30,
(Dollars in millions)2018 2017(Dollars in millions)20192018
Operating Activities:   Operating Activities:
Net (loss) income$(88) $74
Income from discontinued operations, net of tax—
 (8)
Adjustments to reconcile net income to net cash provided by operating activities:   
Net income (loss)Net income (loss)$3  $(88) 
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization102
 95
Depreciation and amortization82  102  
Deferred income taxes(6) (2)Deferred income taxes(5) (6) 
Noncash restructuring and impairment charges539
 7
Noncash restructuring and impairment charges5  539  
Noncash interest expense1
 18
Noncash (gain) loss on foreign currency transactions(4) 1
Noncash loss (gain) on foreign currency transactionsNoncash loss (gain) on foreign currency transactions4  (4) 
Other, net6
 2
Other, net7  7  
Changes in operating assets and liabilities:   Changes in operating assets and liabilities:
Accounts receivable(14) (54)Accounts receivable(28) (14) 
Inventories(67) 22
Inventories27  (67) 
Prepaid expenses(9) (1)Prepaid expenses(5) (9) 
Other current assets(17) (8)Other current assets(1) (17) 
Other noncurrent assets(1) 6
Other noncurrent assets(1) (1) 
Accounts payable(18) 8
Accounts payable(72) (18) 
Accrued liabilities(94) 40
Accrued liabilities(16) (94) 
Other noncurrent liabilities(24) (20)Other noncurrent liabilities(36) (24) 
Net cash provided by operating activities from continuing operations306
 180
Net cash provided by operating activities from discontinued operations—
 1
Net cash provided by operating activities306
 181
Net cash (used in) provided by operating activitiesNet cash (used in) provided by operating activities(36) 306  
Investing Activities:   Investing Activities:
Capital expenditures(272) (97)Capital expenditures(110) (272) 
Insurance proceeds for recovery of property damage—
 50
Net advances to affiliates—
 121
Repayment of government grant—
 (5)
Cash received from unconsolidated affiliates25
 37
Cash received from unconsolidated affiliates33  25  
Investment in unconsolidated affiliates(19) (33)Investment in unconsolidated affiliates(35) (19) 
Net cash (used in) provided by investing activities from continuing operations(266) 73
Net cash used in investing activities from discontinued operations—
 (1)
Net cash (used in) provided by investing activities(266) 72
Cash received from notes receivableCash received from notes receivable12  —  
Other, netOther, net(1) —  
Net cash used in investing activitiesNet cash used in investing activities(101) (266) 
Financing Activities:   Financing Activities:
Net borrowings on notes payableNet borrowings on notes payable9  —  
Repayment of third-party debt(10) (5)Repayment of third-party debt(4) (10) 
Net repayments on affiliate accounts payable—
 (86)
Final settlement of affiliate balances at separation—
 (732)
Proceeds from the termination of cross currency swap contractsProceeds from the termination of cross currency swap contracts15  —  
Dividends paid to noncontrolling interests(7) (9)Dividends paid to noncontrolling interests(4) (7) 
Proceeds from issuance of long-term debt—
 750
Debt issuance costs paid—
 (18)
Other financing activities—
 1
Net cash used in financing activities(17) (99)
Other, netOther, net(3) —  
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities13  (17) 
Effect of exchange rate changes on cash(10) 2
Effect of exchange rate changes on cash(1) (10) 
Net change in cash and cash equivalents, including discontinued operations13
 156
Cash and cash equivalents at beginning of period, including discontinued operations238
 30
Cash and cash equivalents at end of period, including discontinued operations$251
 $186
Net change in cash and cash equivalentsNet change in cash and cash equivalents(125) 13  
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period165  238  
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$40  $251  
Supplemental cash flow information:   Supplemental cash flow information:
Cash paid for interest$41
 $2
Cash paid for interest$41  $41  
Cash paid for income taxes28
 11
Cash paid for income taxes4  28  
Supplemental disclosure of noncash activities:   Supplemental disclosure of noncash activities:
Capital expenditures included in accounts payable as of September 30, 2018 and 2017, respectively$50
 $19
Received settlements of notes receivable from affiliates—
 57
Settlement of long-term notes payable/notes receivable with affiliates—
 792
Capital expenditures included in accounts payable as of September 30, 2019 and 2018, respectivelyCapital expenditures included in accounts payable as of September 30, 2019 and 2018, respectively$28  $50  


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” or “Venator” 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 two2 segments: Titanium Dioxide and Performance Additives. The Titanium Dioxide segment primarily manufactures and sells primarily TiO2, and operates eight8 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 17 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

Potential Acquisition of Tronox European Paper Laminates Business

On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would 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.

Additionally, we announced that we entered into an agreement with Tronox providing, among other things, that the parties would engage in exclusive negotiations until September 29, 2018, regarding the purchase by us of the Ashtabula, Ohio, TiO2 manufacturing complex currently owned by Cristal. Following the expiration of the exclusivity period, we announced our intention to continue to negotiate with Tronox on a nonexclusive basis, but have not reached agreement regarding the potential divestiture.

Pori Fire

On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland, experienced fire damage. 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.

On April 13, 2018 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. For the nine months ended September 30, 2018, we received €243 million, or $298 million, of insurance proceeds, while €225 million, or $253 million, was received during 2017.

During the nine months ended September 30, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The difference between payments received from our insurers of $551 million and the insurance recovery income of $558 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the periods.


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$68 million of deferred income for insurance recoveries was reported in accrued liabilities as of December 31, 2017.

We recorded a loss of $7 million and $18 million for cleanup and other non-capital reconstruction costs in cost of goods sold for the nine months ended September 30, 2018 and 2017, respectively. We recorded a loss of $31 million for the write-off of fixed assets and lost inventory in cost of goods sold in our unaudited condensed consolidated and combinedstatements of operations for the nine months ended September 30, 2017.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO2 manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through 2021. As part of the plan, we recorded restructuring expense of approximately $415 million for the three and nine months ended September 30, 2018, of which $367 million related to acceleration depreciation, $39 million related to employee benefits, and $9 million related to the write off of other assets. This restructuring expense consists of $30 million of cash and $385 million of noncash charges.


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 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 ofyear ended December 31, 2018 for our operations after the separation. We report the results of those other businesses as discontinued operations. Please see “Note 15. Discontinued Operations.”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.

Prior to the separation, Huntsman's executive, information technology, EHS 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 $9 million for the three months ended September 30, 2018 and 2017, respectively, and nil and $62 million for the nine months ended September 30, 2018 and 2017, respectively.


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



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Note 2. Recently Issued Accounting Pronouncements


Accounting Pronouncements Adopted During the Period


In May 2014, the FinancialEffective January 1, 2019, we adopted Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”("ASU") No. 2014-09, Revenue from Contracts with Customers2016-02, Leases (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 effective January 1, 2018 and we have elected842) 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 "2017 Form 10-K").comparative periods presented. 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 interim 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 this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact our unaudited condensed consolidated and combined financial statements.

In March 2017, 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 amendmentsresult in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. 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, for the three and nine months ending September 30, 2017, cost of goods sold increased by $2 million and $5 million, respectively, selling, general and administrative expenses decreased by $1 million and $2 million, respectively, and other income increased by $1 million and $3 million, respectively, within our unaudited condensed consolidated and combined statements of operations.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting 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

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the application of current guidance related to the assessment 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 requirements 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 not have an 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 lease assets and lease liabilities on 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. We plan to adopt ASU 2016-02 using the alternative transition method set forth in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, issued in July 2018, which allows for the recognition of a cumulative-effectcumulative effect adjustment to the opening balance of retained earningsearnings. This ASU requires substantially all leases to be recognized on the balance sheet as right-of-use assets ("ROU assets") and lease obligations. Additional qualitative and quantitative disclosures are also required. Adoption of the new standard resulted in the periodrecording of adoption. We are currently evaluating the impactan operating lease ROU asset of the$47 million and a lease liability of $49 million. The adoption of the amendments in this ASU did not have a material impact on our financialcondensed consolidated statements of operations or cash flows. Our accounting for finance leases remained substantially unchanged.

We elected the following optional practical expedients allowed under the ASU: (i) we applied the package of practical expedients permitting entities not to reassess under the new standard our prior conclusions about lease identification, classification or initial direct costs for any leases existing prior to the effective date; (ii) we elected to account for lease and believe, based on our preliminary assessment, thatassociated non-lease components as a single lease component for all asset classes with the exception of buildings and (iii) we will record significant additional right-of-usedo not recognize ROU assets and related lease obligations.obligations with lease terms of 12 months or less from the commencement date.


In February 2018, the FASBFinancial Accounting Standards Board ("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 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.

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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 and combined statement of comprehensive income.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 clarify 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 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. We are evaluatingSince the effect of adoptingASU is related to disclosure requirements only, this new accounting guidance, but do not expect adoption will not have a material impact on our consolidated financial position.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.

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 92 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. As of September 30, 2019, we do not have leases initiated but not yet commenced which are expected to commence during the remainder of 2019.

The components of lease expense were as follows:
Lease CostThree months ended September 30, 2019Nine months ended September 30, 2019
Operating lease cost$3  $10  
Finance lease cost:
     Amortization of right-of-use assets—  1  
     Interest on lease liabilities—  —  
Short-term lease cost—  1  

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Supplemental balance sheet information related to leases was as follows:
LeasesAs of September 30, 2019
Assets
    Operating Lease Right-of-Use Assets$42 
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$8 
Non-Current35 
Total Operating Lease Liabilities$43 
Finance Lease Obligation
Current$1 
Non-Current9 
Total Finance Lease Liabilities$10 

Cash paid for amounts included in the present value of operating lease liabilities were as follows:
Cash Flow InformationThree months ended September 30, 2019Nine months ended September 30, 2019
Operating cash flows from operating leases$3  $10  
Operating cash flows from finance leases—  1  
Financing cash flows from finance leases—  —  

Lease Term and Discount RateAs of September 30, 2019
Weighted average remaining lease term (years)
Operating leases12.7
Finance leases7.1
Weighted average discount rate
Operating leases7.1 %
Financing leases5.2 %
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Maturities of lease liabilities were as follows:
September 30, 2019Operating LeasesFinance LeasesTotal
2019 (remaining)$3  $—  $3  
202010  2  12  
20219  1  10  
20227  1  8  
20234  1  5  
After 202340  7  47  
Total lease payments$73  $12  $85  
Less: Interest30  2  32  
Present value of lease liabilities$43  $10  $53  

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 LeasesCapital Leases
2019$13  $1  
202011  2  
20219  1  
20226  1  
20234  1  
Thereafter40  7  
Total$83  $13  
Less: Amounts representing interest3  
Present value of minimum lease payments$10  
Less: Current portion of capital leases1  
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.distinct good. 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,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 and nine months ended September 30, 2019 and 2018:
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Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018Titanium DioxidePerformance AdditivesTotalTitanium DioxidePerformance AdditivesTotal
Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total
EuropeEurope$192  $43  $235  $620  $147  $767  
North America$73
 $68
 $141
 $225
 $223
 $448
North America80  53  133  245  175  420  
Europe192
 48
 240
 661
 165
 826
Asia85
 21
 106
 278
 78
 356
Asia85  23  108  269  66  335  
Other39
 7
 46
 136
 15
 151
Other39  11  50  126  18  144  
Total Revenues$389
 $144
 $533
 $1,300
 $481
 $1,781
Total Revenues$396  $130  $526  $1,260  $406  $1,666  


Three Months Ended September 30, 2018Nine Months Ended September 30, 2018
Titanium DioxidePerformance AdditivesTotalTitanium DioxidePerformance AdditivesTotal
Europe$192  $48  $240  $661  $165  $826  
North America73  68  141  225  223  448  
Asia85  21  106  278  78  356  
Other39  7  46  136  15  151  
Total Revenues$389  $144  $533  $1,300  $481  $1,781  

The following table disaggregates our revenue by major product line for the three and nine months ended September 30, 2019 and 2018:
Three Months Ended September 30, 2019Nine Months Ended September 30, 2019
Titanium DioxidePerformance AdditivesTotalTitanium DioxidePerformance AdditivesTotal
TiO2
$396  $—  $396  $1,260  $—  $1,260  
Color Pigments—  65  65  —  205  205  
Functional Additives—  29  29  —  94  94  
Timber Treatment—  31  31  —  91  91  
Water Treatment—  5  5  —  16  16  
Total Revenues$396  $130  $526  $1,260  $406  $1,666  
Three Months Ended September 30, 2018Nine Months Ended September 30, 2018
Titanium DioxidePerformance AdditivesTotalTitanium DioxidePerformance AdditivesTotal
TiO2
$389  $—  $389  $1,300  $—  $1,300  
Color Pigments—  71  71  —  237  237  
Functional Additives—  34  34  —  114  114  
Timber Treatment—  34  34  —  112  112  
Water Treatment—  5  5  —  18  18  
Total Revenues$389  $144  $533  $1,300  $481  $1,781  
 For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018
 Titanium Dioxide Performance Additives Total Titanium Dioxide Performance Additives Total
TiO2
$389
 $—
 $389
 $1,300
 $—
 $1,300
Color Pigments—
 71
 71
 —
 237
 237
Functional Additives—
 34
 34
 —
 114
 114
Timber Treatment—
 34
 34
 —
 112
 112
Water Treatment—
 5
 5
 —
 18
 18
Total Revenues$389
 $144
 $533
 $1,300
 $481
 $1,781



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 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. 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.



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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 September 30, 20182019 and December 31, 20172018 consisted of the following:
September 30, 2019December 31, 2018
Raw materials and supplies$159  $165  
Work in process47  56  
Finished goods290  317  
Total$496  $538  


 September 30, 2018 December 31, 2017
Raw materials and supplies$166
 $149
Work in process50
 46
Finished goods297
 259
Total$513
 $454


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.DuPont de Nemours, Inc. 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 September 30, 2018,2019, the joint ventures’ assets, liabilities and results of operations are included in Venator’s unaudited condensed consolidated and combined financial statements.


The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three and nine months ended September 30, 20182019 and 20172018 are as follows:
Three months ended
September 30,		Nine months ended
September 30,
2019201820192018
Revenues$24  $28  $71  $94  
Income before income taxes2  3  7  11  
Net cash provided by operating activities4  2  10  14  



 Three months ended
September 30,		 Nine months ended
September 30,
 2018 2017 2018 2017
Revenues$28
 $31
 $94
 $97
Income from continuing operations before income taxes3
 4
 11
 16
Net cash provided by operating activities2
 6
 14
 20




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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.

Restructuring Activities

Company-wide Restructuring

In January 2019, we implemented a plan to reduce costs and improve efficiency of certain company-wide functions. As of September 30, 2018 and December 31, 2017, accrued restructuring and plant closing and transition costs by type of cost and initiative consistedpart 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 initiatives4
 13
 17
2018 charges for 2018 initiatives17
 —
 17
2018 payments for 2017 and prior initiatives(14) (13) (27)
2018 payments for 2018 initiatives(1) —
 (1)
Foreign currency effect on liability balance(1) —
 (1)
Accrued liabilities as of September 30, 2018$39
 $—
 $39
(1)
The total workforce reduction reserves of $39program, we recorded restructuring expense of $1 million and $5 million relate to the termination of 619 positions, of which zero positions had been terminated as of September 30, 2018.
(2)
Accrued liabilities remaining at September 30, 2018 and December 31, 2017 by year of initiatives were as follows:

 September 30, 2018 December 31, 2017
2016 initiatives and prior$7
 $9
2017 initiatives17
 25
2018 initiatives15
 —
Total$39
 $34

Details with respect to our reserves for restructuring 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 initiatives16
 1
 17
2018 charges for 2018 initiatives15
 2
 17
2018 payments for 2017 and prior initiatives(23) (4) (27)
2018 payments for 2018 initiatives—
 (1) (1)
Foreign currency effect on liability balance(1) —
 (1)
Accrued liabilities as of September 30, 2018$37
 $2
 $39
Current portion of restructuring reserves23
 2
 25
Long-term portion of restructuring reserve14
 —
 14


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Details with respect to cash and noncash restructuring charges and impairment of assets for the three and nine months ended September 30, 2018 and 2017 by initiative are provided below:2019, all of which related to workforce reductions. We expect that additional costs related to this plan will be immaterial.

 Three months ended Nine months ended
 September 30, 2018 September 30, 2018
Cash charges$22
 $34
Pension related charges24
 24
Accelerated depreciation373
 505
Other noncash charges9
 10
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs$428
 $573
 Three months ended Nine months ended
 September 30, 2017 September 30, 2017
Cash charges$16
 $42
Impairment of assets—
 3
Other noncash charges—
 4
Total 2017 Restructuring, Impairment and Plant Closing and Transition Costs$16
 $49

Restructuring Activities

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 reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil for the three and nine months ended September 30, 2018, each. We do not expect to incur any additional charges as part of this program and the remaining cash payments will be made through the end of 2019.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, respectively, for the three and nine months ended September 30, 2019 and $1 million and $3 million for the three and nine months ended September 30, 2018, respectively.respectively, all of which related to plant shutdown costs. We expect further charges as part of this program to incur additional charges of approximately $11 million through the end of 2022.be immaterial.


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,As part of the program, we recorded restructuring expense of $3 million and $5 million for the three and nine months ended September 30, 2019, respectively, and $3 million and $12 million for the three and nine months ended September 30, 2018, respectively.respectively, all of which related to plant shutdown costs. We expect to incur additional chargesplant shutdown costs of approximately $45$24 million through the end of 2022.


In September 2017,2018, we announcedimplemented a plan to close our St. Louis and EastonPori, Finland Titanium Dioxide manufacturing facilities.facility. As part of the program, we recorded restructuring expense of approximately$8 million for the three months ended September 30, 2019, of which $6 million and $13 millionwas related to accelerated depreciation, $1 million related to employee benefits, and $1 million related to plant shutdown costs. This restructuring expense consists of a noncash expense of $6 million and $2 million of cash expense. We recorded restructuring expense of $11 million for the three and nine months ended September 30, 2018, respectively. We expect2019, of which a gain of $14 million related to incur $1early settlement of contractual obligation was offset by $17 million of accelerated depreciation, through the end of 2018.

In May 2018, we implemented a plan$5 million related to close portions of our Color Pigments manufacturing facility in Augusta, Georgia. As part of the program, we recordedemployee benefits, and $3 million related to plant shutdown costs. This restructuring expense consists of nil and $127 million for the three and nine months ended September 30, 2018, respectively. We expect to incur additional chargesnoncash net expense of approximately $2 million through the end of 2019.

In August 2018, we announced a plan to close our Color Pigments manufacturing sites in Beltsville, Maryland. As part of the program, we expect to incur charges of approximately $3 million through 2019,and $8 million of which $2 million relates to accelerated depreciation.


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In September 2018, we announced a plan to close our Pori, Finland TiO2 manufacturing facility. As part of the program, wecash expense. We recorded restructuring expense of approximately $415 million for the three and nine months ended September 30, 2018, each, of which $367 million was related to accelerated depreciation, $39 million was related to employee benefits, and $9 million was related to the write off of other assets. This restructuring expense consistsconsisted of $30 million of cash and $385 million of noncash charges. We expect to incur additional charges of approximately $220$114 million through the end of 2024, of which $111$19 million relates to accelerated depreciation, $105$86 million relates to plant shut down costs, and $4$7 million relates to other employee costs.costs and $2 million relates to the write off of other assets. Future charges consist of $216$21 million of noncash costs and $4$93 million of cash costs.


Performance Additives Segment

In September 2017, we implemented a plan to close our Performance Additives manufacturing facilities in St. Louis, Missouri and Easton, Pennsylvania. As part of the program, we recorded restructuring expense of nil for the three and nine months ended September 30, 2019. We recorded restructuring expense of $6 million and $13 million for the three and nine months ended September 30, 2018, respectively. We do not expect to incur any additional charges as part of this program.

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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 nil and $2 million for the three and nine months ended September 30, 2019, all of which related to accelerated depreciation. We recorded restructuring expense of nil for the three and nine months ended September 30, 2018. We do not expect to incur any additional charges as part of this program.

In May 2018, we implemented a plan to close portions of our Performance Additives manufacturing facility in Augusta, Georgia. As part of the program, we recorded restructuring expense of nil for the three and nine months ended September 30, 2019. We recorded restructuring expense of nil and $127 million for the three and nine months ended September 30, 2018, respectively, of which $125 million related to accelerated depreciation, $1 million related to other noncash charges and $1 million related to cash charges. We do not expect to incur any additional charges as part of this program.

Accrued Restructuring and Plant Closing and Transition Costs

As of September 30, 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 initiatives6  9  15  
2019 charges for 2019 initiatives4  —  4  
2019 payments for 2018 and prior initiatives(22) (8) (30) 
2019 payments for 2019 initiatives(4) —  (4) 
Foreign currency effect on liability balance(1) —  (1) 
Accrued liabilities as of September 30, 2019$15  $1  $16  
Current portion of restructuring reserves8  
Long-term portion of restructuring reserve8  

(1)The total workforce reduction reserves of $15 million relate to the termination of 342 positions, of which 133 positions have been terminated but require future payment as of September 30, 2019.
(2)Accrued liabilities remaining at September 30, 2019 and December 31, 2018 by year of initiatives were as follows:
September 30, 2019December 31, 2018
2017 initiatives and prior$6  $18  
2018 initiatives9  14  
2019 initiatives1  —  
Total$16  $32  

Our restructuring accruals are all related to our Titanium Dioxide segment.

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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 and nine months ended September 30, 2019 and 2018 by initiative are provided below:
Three months endedNine months ended
September 30, 2019September 30, 2019
Cash charges$5  $19  
Early settlement of contractual obligation—  (14) 
Accelerated depreciation7  19  
Total 2019 Restructuring, Impairment and Plant Closing and Transition Costs$12  $24  
Three months endedNine months ended
September 30, 2018September 30, 2018
Cash charges$22  $34  
Pension related charges24  24  
Accelerated depreciation373  505  
Other noncash charges9  10  
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs$428  $573  

Note 7.8. Debt


Outstanding debt, net of debt issuance costs of $12$14 million and $13 million as of September 30, 2019 and December 31, 2018, respectively, consisted of the following:
September 30, 2019December 31, 2018
Senior Notes$371  $370  
Term Loan Facility362  365
Other20  13
Total debt753  748
Less: short-term debt and current portion of long-term debt16  8
Long-term debt$737  $740  
 September 30, 2018 December 31, 2017
Senior Notes$370
 $370
Term Loan Facility365
 367
Other13
 20
Total debt748
 757
Less: short-term debt and current portion of long-term debt7
 14
Total long-term debt$741
 $743


The estimated fair value of the Senior Notes was $341$320 million and $396$300 million as of September 30, 20182019 and December 31, 2017,2018, respectively. The estimated fair value of the Term Loan Facility was $372$363 million and $378$355 million as of September 30, 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).


We had 0 aggregate principal outstanding under our ABL Facility as of September 30, 2019 and December 31, 2018, each.

The weighted average interest rate on our outstanding balances under the Senior Notes and Term Loan Facility as of September 30, 2018 and December 31, 20172019 was approximately 5% each..


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
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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.

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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 inand is paid quarterly.

On June 20, 2019 the fourth quarterABL Facility was increased to an aggregate principal amount of 2017.up to $350 million, with no change to the maturity dates.


Availability to borrow under the $300$350 million of commitments under the ABL Facility is subject to a borrowing base calculation comprised of accounts receivable and inventory in the 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$350 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 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.


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Other Long-Term Obligations

A note payable for $8 million, resulting from the acquisition of the intangible assets related to the paper laminates product line from Tronox Limited ("Tronox") on April 26, 2019, is included within accrued liabilities and other noncurrent liabilities on our unaudited condensed consolidated balance sheet at September 30, 2019. The note is payable in 2 equal installments payable annually through 2021.

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

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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 and nine months ended September 30, 2017 was nil and $1 million, respectively. 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 three3 cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. dollarDollar denominated notes, including the semi-annual interest payments and the payment of remaining principal 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 principleexchanging a notional amount of $200 million at a fixed rate of 5.75% for €169 million with a fixed annual rate of 3.43%. These hedges have beenwere 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 ourwas the 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

In August 2019, we terminated the 3 cross-currency interest rate swaps entered into in 2017, resulting in cash proceeds of $15 million. Concurrently, we entered into 3 new cross-currency interest rate swaps which notionally exchanged $200 million at a fixed rate of 5.75% for €181 million on which a weighted average rate of 3.73% is payable. The cross-currency swaps have been designated as cash flow hedges of a fixed rate U.S. Dollar intercompany loan and losses from these hedges offset the changeseconomic effect is to eliminate uncertainty on the U.S. Dollar cash flows. The cross-currency swaps are set to mature in July 2024, which is the valuebest estimate of interest and principal payments as a result of changes in foreign exchange rates.the repayment date on the intercompany loan.

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. 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 other income net in the unaudited condensed consolidated and combined statementsstatement of operations when the hedged item impacts earnings. Cash flows related to our cross-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 nil$1 million and $5$6 millionat September 30, 20182019 and December 31, 2017,2018, respectively, and was recorded as other long-term liabilitiesnoncurrent assets on our unaudited condensed consolidated and combined balance sheets. We estimate the fair values of our cross-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-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.
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For the nine months ended September 30, 2019 and 2018, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of approximately$10 million and $5 million.million, respectively. As of September 30, 2018,2019, accumulated

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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.

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 September 30, 20182019 and December 31, 2017,2018, we had approximately $95$73 million and $109$89 million, respectively, notional amount (in U.S. dollarDollar 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.

During the nine months ended September 30, 2018, based upon our intention to close our Pori, Finland TiO2 facility, we recognized a full valuation allowance on net deferred tax assets in Finland. Given anticipated project wind-down and closure costs expected to be incurred over the coming years and Finland’s ten-year carryover of net operating losses (“NOLs”), we expect all Finland NOLs will expire unused. As a result, we recorded a valuation allowance against net deferred tax assets that resulted in $11 million of income tax expense and a reduction to deferred tax assets on our unaudited condensed consolidated and combined balance sheet. In addition, we recognized no income tax benefit for 2018 year-to-date Finland losses on our unaudited condensed consolidated and combined statements of operations for the nine months ended September 30, 2018. 


We recorded income tax benefitexpense of $8 million and expenseincome tax benefit of $55 million and $14 million, respectively, for the three months ended September 30, 20182019 and 2017,2018, respectively, and income tax expense of $10 millionnil and $26of $10 million for the nine months ended September 30, 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 at

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September 30, 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
20

Table 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.Contents

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 September 30, 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.

Note 10.11. Earnings Per Share


Basic earnings per share excludes dilution and is computed by dividing net income attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income 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 of ordinary shares outstanding used to calculate basic and diluted earnings per share was based on the ordinary shares that were outstanding at the time of our IPO.
 

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Basic and diluted earnings per share are determined using the following information:
Three months ended
September 30,		Nine months ended
September 30,
2019201820192018
Numerator:
Net loss attributable to Venator Materials PLC ordinary shareholders$(19) $(368) $(1) $(94) 
Denominator:
Weighted average shares outstanding106.6  106.4  106.5  106.4  
Dilutive share-based awards—  0.3  —  0.4  
Total weighted average shares outstanding, including dilutive shares106.6  106.7  106.5  106.8  
 Three months ended
September 30,		 Nine months ended
September 30,
 2018 2017 2018 2017
Numerator:       
Basic and diluted (loss) income from continuing operations:       
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders$(368) $51
 $(94) $58
Basic and diluted income from discontinued operations:       
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders$—
 $—
 $—
 $8
Basic and diluted net (loss) income:       
Net (loss) income attributable to Venator Materials PLC ordinary shareholders$(368) $51
 $(94) $66
Denominator:       
Weighted average shares outstanding106.4
 106.3
 106.4
 106.3
Dilutive share-based awards0.3
 0.3
 0.4
 0.3
Total weighted average shares outstanding, including dilutive shares106.7
 106.6
 106.8
 106.6




For each of the three and nine months ended September 30, 2018 and 2017,2019, the number of anti-dilutive employee share-based awards excluded from the computation of diluted EPSearnings per share was not significant.2 million, each. For the three and nine months ended September 30, 2018, the number of anti-dilutive employee share-based awards excluded from the computation of dilutive earnings per share was nil, each.


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 in the District Court for the State of Texas, Dallas County (the "Dallas District Court"), by an alleged purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on November 30, 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 15, 20134, 2019 and by Oscar Gonzalez on March 13, 2019, with the third case naming two of our directors as additional defendants. A fourth case was filed in the U.S. District Court for the NorthernSouthern District of CaliforniaNew York by purchasersthe City of products made from TiO2 (the “Indirect Purchasers”)Miami General Employees' & Sanitation Employees' Retirement Trust on July 31, 2019, making essentiallysubstantially the same allegations, adding claims under sections 10(b) and 20(a) of the U.S. Exchange Act, and naming all of our directors as additional defendants. A fifth case, filed by Bonnie Yoon Bishop in the U.S. District Court for the Southern District of New York, was voluntarily dismissed without prejudice on October 7, 2019.A sixth case was filed in the U.S. District Court for the Southern District of Texas by the Cambria County Employees Retirement System on September 13, 2019, making substantially the same allegations as didthose made by the direct purchasers.plaintiff in the case pending in the Southern District of New York.

The plaintiffs in these cases seek to determine that the proceedings should be certified as class actions and to obtain alleged compensatory damages, costs, rescission and equitable relief.

The cases filed in the Dallas District Court have been consolidated into a single action, In re Venator Materials PLC Securities Litigation. On October 14, 2014, plaintiffs29, 2019, the U.S. District Court for the Southern District of New York entered an
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order transferring the case brought by the city of Miami General Employees' & Sanitation Employees' Retirement Trust to the U.S. District Court for the Southern District of Texas, where we expect it to be consolidated with the case brought by the Cambria County Employees' Retirement Trust.

On May 8, 2019, we filed their Second Amended Class Action Complaint narrowinga “special appearance” in the classDallas District Court action contesting the court’s jurisdiction over the Company and a motion to transfer venue to Montgomery County, Texas and on June 7, 2019 we and certain defendants filed motions to dismiss. On July 9, 2019, a hearing was held on certain of plaintiffs to those merchants and consumers of architectural coatings containing TiO2.these motions, which were subsequently denied. On August 11, 2015, the court grantedOctober 3, 2019, a hearing was held on 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, and unjust enrichment claims under the laws of 16 states. Texas Citizens Participation Act, which was subsequently denied.On November 4, 2015,October 22, 2019, we and our co-defendantsother defendants filed another motiona Petition for Writ of Mandamus in the Court of Appeals for the Fifth District of Texas seeking relief from the Dallas District Court’s denial of defendants’ Rule 91a motions to dismiss. On June 13, 2016,We also intend to appeal the court substantially denied thedenial of our motion to dismiss exceptunder the Texas Citizens Participation Act.

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 consumer protection claimsour agreements with such parties. Because of 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 these matters.

Tronox Litigation

On April 26, 2019, we acquired intangible assets related to the European paper laminates product line from Tronox. 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 was consummated, if the sale of Cristal’s Ashtabula manufacturing complex to us was not completed. The deadline for such payment was May 13, 2019. On April 26, 2019, Tronox publicly stated that it believes it is not obligated to pay the break fee.

On May 14, 2019, we commenced a lawsuit in one state.the Delaware Superior Court against Tronox arising from Tronox's breach of its obligation to pay the break fee. We are seeking a judgment for $75 million, plus pre- and post-judgment interest, and reasonable attorneys' fees and costs. On June 17, 2019, Tronox filed an answer denying that it is obligated to pay the break fee and asserting affirmative defenses and counterclaims of approximately $400 million, alleging that we failed to negotiate the purchase of the Ashtabula complex in good faith. Discovery is ongoing in this matter. Because of the early stage of this litigation, we are unable to reasonably estimate any possible gain, loss or range of gain or loss and we have agreednot made any accrual with regard to settle this mattermatter.

Neste Engineering Services Matter

We are party to an arbitration proceeding initiated by Neste Engineering Services Oy (“NES”) on December 19, 2018 for an amount immaterialpayment of invoices allegedly due of approximately €14 million in connection with the delivery of services by NES to the Company in respect of the Pori site rebuild project. We are contesting the validity of these invoices and filed counterclaims against NES on March 8, 2019. The timetable for the arbitration has not yet been set. On July 2, 2019, NES separately instigated a lawsuit in Finland for €1.6 million of unpaid invoices, which we also intend to contest. We are fully accrued for these invoices and they are reflected in our unaudited condensed consolidated and combined financial statements. The court gave final approval on August 16, 2018 and the judge signed the final judgment on October 22, 2018.balance sheet as of September 30, 2019.


The Indirect Purchasers sought 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.


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Calais Pipeline Matter

The Region Hauts-de-France (the “Region”) has issued 2 duplicate title perception demands against us requiring repayment of €12 million. This sum was previously paid to us by the Region under a settlement agreement, pursuant to which we were required to move an effluent pipeline at our Calais site. We filed claims with the Administrative Court in Lille, France on February 14, 2018 and April 12, 2018, requesting orders that the demands be set aside, which suspended enforcement of the demands. On July 12, 2018, the court set aside the first demand. The second demand remains suspended, but in dispute. The parties have lodged various arguments and responses regarding the second demand with the court. The court continues to consider the matter and we anticipate that a hearing on the matter might be held during the first half of 2020. We do not believe a loss is probable and have not made an accrual with respect to this matter.

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 combinedfinancial 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.


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 nine months ended September 30, 20182019 and 2017,September 30, 2018, our capital expenditures for EHS matters totaled $18 million and $5 million, each.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 September 30, 2019 and December 31, 2018, we had environmental reserves of $9 million and $12 million, respectively.

Environmental Matters


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


Pori 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 its eventual closure, including remediation costs related to the landfill located on the site.and closure costs. While we do not currently have enough information to be able to estimate the range of potential costs for the cleanupclosure of this facility, these costs could be material to our unaudited condensed consolidated and combined financial statements.


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

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environmental liabilities do not include amounts recorded as asset retirement obligations. As of September 30, 2018 and December 31, 2017, we had environmental reserves of $11 million and $12 million, respectively. We may incur losses for environmental remediation.

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 loss of unconsolidated affiliatesHedging InstrumentsTotalAmounts attributable to noncontrolling interestsAmounts attributable to Venator
Beginning balance, January 1, 2019$(96) $(278) $(5) $6  $(373) $—  $(373) 
Other comprehensive (loss) income before reclassifications, gross(36) —  —  10  (26) —  (26) 
Tax benefit—  —  —  —  —  —  —  
Amounts reclassified from accumulated other comprehensive loss, gross(c)
—  12  —  —  12  —  12  
Tax expense—  —  —  —  —  —  —  
Net current-period other comprehensive (loss) income(36) 12  —  10  (14) —  (14) 
Ending balance,
  September 30, 2019
$(132) $(266) $(5) $16  $(387) $—  $(387) 
 
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, 2018$(6) $(267) $(5) $(5) $(283) $—
 $(283)
Other comprehensive (loss) income before reclassifications, gross(49) —
 —
 5
 (44) —
 (44)
Tax benefit—
 —
 —
 —
 —
 —
 —
Amounts reclassified from accumulated other comprehensive loss, gross(c)
—
 10
 —
 —
 10
 —
 10
Tax expense—
 —
 —
 —
 —
 —
 —
Net current-period other comprehensive (loss) income(49) 10
 —
 5
 (34) —
 (34)
Ending balance, September 30, 2018$(55) $(257) $(5) $—
 $(317) $—
 $(317)



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Foreign currency translation adjustment(d)
Pension and other postretirement benefits adjustments net of tax(e)
Other comprehensive loss of unconsolidated affiliatesHedging InstrumentsTotalAmounts attributable to noncontrolling interestsAmounts attributable to Venator
Beginning balance, January 1, 2018$(6) $(267) $(5) $(5) $(283) $—  $(283) 
Other comprehensive (loss) income before reclassifications, gross(49) —  —  5  (44) —  (44) 
Tax benefit—  —  —  —  —  —  —  
Amounts reclassified from accumulated other comprehensive loss, gross(c)
—  10  —  —  10  —  10  
Tax expense—  —  —  —  —  —  —  
Net current-period other (loss)
comprehensive income
(49) 10  —  5  (34) —  (34) 
Ending balance,
  September 30, 2018
$(55) $(257) $(5) $—  $(317) $—  $(317) 
 
Foreign currency translation adjustment(d)
 
Pension and other postretirement benefits adjustments net of tax(e)
 Other comprehensive loss of unconsolidated affiliates Total Amounts attributable to noncontrolling interests Amounts attributable to Venator
Beginning balance, January 1, 2017$(112) $(306) $(5) $(423) $—
 $(423)
Adjustments due to discontinued operations, gross5
 24
 —
 29
 —
 29
Tax expense—
 (3) —
 (3) —
 (3)
Other comprehensive income before reclassifications, gross68
 3
 —
 71
 —
 71
Tax expense2
 1
 —
 3
 —
 3
Amounts reclassified from accumulated other comprehensive loss, gross(c)
—
 11
 —
 11
 —
 11
Tax benefit—
 —
 —
 —
 —
 —
Net current-period other comprehensive income75
 36
 —
 111
 —
 111
Ending balance, September 30, 2017$(37) $(270) $(5) $(312) $—
 $(312)

(a)Amounts are net of tax of nil as of September 30, 2019 and January 1, 2019, each.
(b)Amounts are net of tax of $50 million as of September 30, 2019 and January 1, 2019, each.
(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 September 30, 2018 and January 1, 2018, each.
(e)Amounts are net of tax of $52 million as of September 30, 2018 and January 1, 2018, each.

Three months ended
September 30,		Nine months ended
September 30,		Affected line item in the statement where net income is presented
2019201820192018
Details about Accumulated Other Comprehensive Loss Components(a):
Amortization of pension and other postretirement benefits:
Actuarial loss$3  $3  $11  $10  Other income
Prior service credit1  —  1  —  Other income
Total amortization4  3  12  10  Total before tax
Income tax expense—  —  —  —  Income tax expense
Total reclassifications for the period$4  $3  $12  $10  Net of tax

(a)
Amounts are net of tax of nil as of September 30, 2018 and January 1, 2018, each.
(b)
Amounts are net of tax of $52 million as of September 30, 2018 and January 1, 2018, each.
(c)
See table below for details about the amounts reclassified from accumulated other comprehensive loss.
(d)
Amounts are net of tax of $2 million and nil as of September 30, 2017 and January 1, 2017, respectively.
(e)
Amounts are net of tax of $54 million and $56 million as of September 30, 2017 and January 1, 2017, respectively.
 Three months ended
September 30,		 Nine months ended
September 30,		 Affected line item in the statement
 2018 2017 2018 2017 where net income is presented
Details about Accumulated Other Comprehensive Loss Components(a):
         
Amortization of pension and other postretirement benefits:         
Actuarial loss$3
 $5
 $10
 $13
 Non operating other income
Prior service credit—
 (1) —
 (2) Non operating other income
Total amortization3
 4
 10
 11
 Total before tax
Income tax expense—
 —
 —
 —
 Income tax expense
Total reclassifications for the period$3
 $4
 $10
 $11
 Net of tax
(a)
Pension and other postretirement benefit amounts in parentheses indicate credits on our consolidated statements of operations.

(a)Pension and other postretirement benefit amounts in parentheses indicate credits on our unaudited condensed consolidated statements of operations.



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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 chemical products.TiO2, functional additives, color pigments, timber treatment and water treatment chemicals. We have reported our operations through our two2 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

25

Table of legal entities we operated in conjunction with Huntsman businesses, and such businesses are included within the corporate and other line item below.Contents

The major product groups of each reportable operating segment are as follows:
SegmentProduct Group
Titanium Dioxidetitanium dioxide
Performance Additivesfunctional additives, color pigments, timber treatment and water treatment chemicals


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 two2 reportable operating segments are as follows:
Three months ended
September 30,		Nine months ended
September 30,
2019201820192018
Revenues:
Titanium Dioxide$396  $389  $1,260  $1,300  
Performance Additives130  144  406  481  
Total$526  $533  $1,666  $1,781  
Adjusted EBITDA(1)
Titanium Dioxide$51  $75  $167  $365  
Performance Additives13  12  44  59  
64  87  211  424  
Corporate and Other(14) (10) (40) (33) 
Total50  77  171  391  
Reconciliation of adjusted EBITDA to net income:
Interest expense(13) (14) (40) (41) 
Interest income3  4  9  11  
Income tax (expense) benefit(8) 55  —  (10) 
Depreciation and amortization(27) (33) (82) (102) 
Net income attributable to noncontrolling interests2  2  4  6  
Other adjustments:
Business acquisition and integration expenses(2) (5) (3) (9) 
Separation expense, net—  —  —  (1) 
Loss on disposition of business/assets(1) —  (1) (2) 
Certain legal settlements and related expenses(2) —  (3) —  
Amortization of pension and postretirement actuarial losses(3) (3) (11) (10) 
Net plant incident (costs) credits(4) (21) (17) 252  
Restructuring, impairment and plant closing and transition costs(12) (428) (24) (573) 
Net (loss) income$(17) $(366) $3  $(88) 
 Three months ended
September 30,		 Nine months ended
September 30,
 2018 2017 2018 2017
Revenues:       
Titanium Dioxide$389
 $431
 $1,300
 $1,217
Performance Additives144
 151
 481
 464
Total$533
 $582
 $1,781
 $1,681
Segment adjusted EBITDA(1)
       
Titanium Dioxide$75
 $127
 $365
 $268
Performance Additives12
 15
 59
 57
 87
 142
 424
 325
Corporate and other(10) (8) (33) (48)
Total77
 134
 391
 277
Reconciliation of adjusted EBITDA to net income:       
Interest expense(14) (30) (41) (54)
Interest income4
 22
 11
 25
Income tax benefit (expense) - continuing operations55
 (14) (10) (26)
Depreciation and amortization(33) (35) (102) (95)
Net income attributable to noncontrolling interests2
 2
 6
 8
Other adjustments:       
Business acquisition and integration expenses(5) (4) (9) (2)
Separation expense, net—
 —
 (1) —
Net income of discontinued operations, net of tax—
 —
 —
 8
Loss on disposition of business/assets—
 —
 (2) —
Certain legal settlements and related expenses—
 —
 —
 (1)
Amortization of pension and postretirement actuarial losses(3) (5) (10) (13)
Net plant incident (costs) credits(21) (1) 252
 (4)
Restructuring, impairment and plant closing and transition costs(428) (16) (573) (49)
Net (loss) income$(366) $53
 $(88) $74

(1)
Adjusted EBITDA is defined as net income of Venator before interest, income tax from continuing operations, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the

25

Table(1)Adjusted EBITDA is defined as net income/loss of Contents

Venator before interest expense, interest income, income tax expense/benefit, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments from net income:adjustments: (a) business acquisition and integration expenses;expenses/adjustments; (b) separation expense,expense/gain, net; (c) net income of discontinued operations, net of tax; (d) lossloss/gain on disposition of business/assets; (e)(d) certain legal settlements and related expenses; (f)expenses/gains; (e) amortization of pension and postretirement actuarial losses; (g)losses/gains; (f) net plant incident (costs) costs/credits; and (g) restructuring, impairment, and plant closing and transition costs.costs/credits.




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
September 30,		 Nine months ended
September 30,
 2018 2017 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, nil, nil and $1, respectively)—
 —
 —
 (7)
Restructuring, impairment and plant closing costs—
 —
 —
 1
Other income, net—
 —
 —
 1
Total operating expenses—
 —
 —
 (5)
Income from discontinued operations before tax—
 —
 —
 11
Income tax expense—
 —
 —
 (3)
Net income from discontinued operations$—
 $—
 $—
 $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 should be read in conjunction with our unaudited condensed consolidated and combined financial statements and the related notes included in Item 1 hereto.


This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described in the section titled “Note"Note Regarding Forward-Looking Statements” in this Part IStatements" 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.

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 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.



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Recent Developments

Potential Acquisition of Tronox European Paper Laminates Business

On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would 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.

Additionally, we announced that we entered into an agreement with Tronox providing, among other things, that the parties would engage in exclusive negotiations until September 29, 2018, regarding the purchase by us of the Ashtabula, Ohio, TiO2 manufacturing complex currently owned by Cristal. Following the expiration of the exclusivity period, we announced our intention to continue to negotiate with Tronox on a nonexclusive basis, but have not reached agreement regarding the potential divestiture.

Pori Fire

On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland, experienced fire damage. 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. 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.

On April 13, 2018, 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. For the nine months ended September 30, 2018, we received €243 million, or $298 million, of insurance proceeds, while €225 million, or $253 million, was received during 2017.

During the nine months ended September 30, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The difference between payments received from our insurers of $551 million and the insurance recovery income of $558 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the periods.

$68 million of deferred income for insurance recoveries was reported in accrued liabilities as of December 31, 2017.

We recorded a loss of $7 million and $18 million for cleanup and other non-capital reconstruction costs in cost of goods sold for the nine months ended September 30, 2018 and 2017, respectively. We recorded a loss of $31 million for the write-off of fixed assets and lost inventory in cost of goods sold in our unaudited condensed consolidated and combinedstatements of operations for the nine months ended September 30, 2017.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO2 manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through 2021. As part of the plan, we recorded restructuring expense of approximately $415 million for the three and nine months ended September 30, 2018, of which $367 million related to acceleration depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $30 million of cash and $385 million of noncash charges.

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Please see “Part II, Item 1A. Risk Factors—Risks Relating to our Business—Disruptions in production at our manufacturing facilities, including at our TiO2 manufacturing facility in Pori, Finland, may have a material adverse impact on our business, results of operations and/or financial condition.”

Recent Trends and Outlook


We expect business trends in our Titanium Dioxide segment over the next year to be driven by: (i) a soft economic environment, primarily in China and Europe, including the effects of China-U.S. trade negotiations and potential impacts from Brexit; (ii) TiO2 pricing to reflect regional supply and demand balances and increased competition for certain products; (iii) raw material cost increases, including higher ore costs; (iv) volume trends to reflect historical seasonal patterns; (v) increased sales of new TiO2 product grades; (vi) lower utilization rates; and (vii) additional benefit through cost and operational improvement actions as part of our 2019 Business Improvement Program.

In the Performance Additives segment, we expect business trends over the next year to be driven by: (i) challenging demand environment for certain products primarily in the automotive, plastic and construction end-use applications; (ii) a soft economic environment, primarily in China and Europe, including the effects of China-U.S. trade negotiations and the potential impacts from Brexit; (iii) raw material costs inflation; and (iv) additional benefit through cost and operational improvement actions as part of our 2019 Business Improvement Program.

In the fourth quarter of 2018, we commenced our 2019 Business Improvement Program and are underway with the implementation, having realized $15 million of savings through the third quarter of 2019. We continue to expect that when fully implemented, this cost and operational improvement program will provide approximately $40 million of annual adjusted EBITDA benefit compared to year-end 2018. We expect the following factorsprogram will be fully implemented in 2020, ending the year at the full run-rate level.

In 2019, total expected capital expenditures have been reduced to impactapproximately $115 million. This includes capital expenditures relating to the transfer of our operating resultsspecialty technology from our Pori, Finland manufacturing site to other sites in the near term:our manufacturing network and excludes other Pori site capital expenditures.

•
TiO2 pricing to reflect historical seasonal patterns, consistent with quarterly demand trends, with regional price differentials converging


Increasing raw material (ore) and energy costs

Continued benefit from the ongoing $90 million Business Improvement Program

•
Transfer of our specialty and differentiated product grades from Pori to other sites within our network and the subsequent closure of our Pori, Finland TiO2 manufacturing facility

•
Industry fundamentals to support ongoing profitability in TiO2

•We expect that our corporate and other costs will be approximately $50$55 million per year.in 2019.


WeIn addition, within our German business we continue to implement our Business Improvement Program which we expect to be completed by the first quarter of 2019 and continue to provide contributions to adjusted EBITDA. Of the $60 million we previously estimated for annualized savings, we have realized approximately $37 million of savings through the third quarter of 2018 as a result of these programs. In addition to these savings, we achieved approximately $6 million of EBITDA in the third quarter of 2018 from volume improvements 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 $23 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 of capital expenditures, excluding expenditures related to 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 near-term cash tax rate will be between 10% to 15%. In addition, based on the recent years’ profitability in our Titanium Dioxide segment in the U.K. and Spain, we anticipateevaluate whether sufficient positive evidence exists to support the partial releaserecognition of its associated deferred tax assets without a valuation allowances on certainallowance. If we conclude there is insufficient positive evidence this could result in the recognition of a valuation allowance against net deferred tax assets in late 2018. Dueof up to application of the local tax rulesapproximately $140 million in the U.K. and Spain, which limit the amount of net operating loss carryforward that may be utilized on an annual basis, we currently estimate a partial valuation allowance release of approximately $25 million to $35 million for these jurisdictions during the quarter ended December 31, 2018.next 12 months.


29
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Results of Operations


The following table sets forth our consolidated results of operations for the three months ended September 30, 2018 and 2017 and nine months ended September 30, 20182019 and 2017:2018:
Three Months EndedNine Months Ended
September 30,September 30,
(Dollars in millions)20192018  % Change20192018% Change
Revenues$526  $533  (1 %)$1,666  $1,781  (6 %)
Cost of goods sold464  463  — %1,461  1,110  32 %
Operating expenses(4)
50  57  (12 %)150  154  (3 %)
Restructuring, impairment and plant closing and transition costs12  428  (97 %)24  573  (96 %)
Operating income—  (415) (100 %)31  (56) NM  
Interest expense, net(10) (10) — %(31) (30) (3 %)
Other income1  4  (75 %)3  8  (63 %)
Income before income taxes(9) (421) (98 %)3  (78) NM  
Income tax (expense) benefit(8) 55  NM  —  (10) (100 %)
Net (loss) income(17) (366) (95 %)3  (88) NM  
Reconciliation of net (loss) income to adjusted EBITDA:
Interest expense, net10  10  — %31  30  3 %
Income tax expense (benefit)8  (55) NM  —  10  (100 %)
Depreciation and amortization27  33  (18 %)82  102  (20 %)
Net income attributable to noncontrolling interests(2) (2) — %(4) (6) 33 %
Other adjustments:
Business acquisition and integration expenses2  5  3  9  
Separation expense, net—  —  —  1  
Loss on disposition of business/assets1  —  1  2  
Certain legal settlements and related expenses2  —  3  —  
Amortization of pension and postretirement actuarial losses3  3  11  10  
Net plant incident costs (credits)4  21  17  (252) 
Restructuring, impairment and plant closing and transition costs12  428  24  573  
Adjusted EBITDA(1)
$50  $77  $171  $391  
Net cash (used in) provided by operating activities$(36) $306  NM  
Net cash used in investing activities(101) (266) (62 %)
Net cash provided by (used in) financing activities13  (17) NM  
Capital expenditures(110) (272) (60 %)

28
 Three Months Ended   Nine Months Ended  
 September 30,   September 30,  
(Dollars in millions)2018 2017 % Change 2018 2017 % Change
Revenues$533
 $582
 (8)% $1,781
 $1,681
 6 %
Cost of goods sold463
 448
 3 % 1,110
 1,356
 (18)%
Operating expenses57
 44
 30 % 154
 158
 (3)%
Restructuring, impairment and plant closing and transition costs428
 16
 2,575 % 573
 49
 1,069 %
Operating (loss) income(415) 74
 NM
 (56) 118
 NM
Interest expense, net(10) (8) (25)% (30) (29) (3)%
Other income4
 1
 300 % 8
 3
 167 %
(Loss) income from continuing operations before income taxes(421) 67
 NM
 (78) 92
 NM
Income tax benefit (expense)55
 (14) NM
 (10) (26) (62)%
(Loss) income from continuing operations(366) 53
 NM
 (88) 66
 NM
Income from discontinued operations—
 —
 NM
 —
 8
 (100)%
Net (loss) income(366) 53
 NM
 (88) 74
 NM
Reconciliation of net income to adjusted EBITDA:    

      
Interest expense, net10
 8
 25 % 30
 29
 3 %
Income tax (benefit) expense - continuing operations(55) 14
 NM
 10
 26
 (62)%
Depreciation and amortization33
 35
 (6)% 102
 95
 7 %
Net income attributable to noncontrolling interests(2) (2) — % (6) (8) 25 %
Other adjustments:           
Business acquisition and integration expenses5
 4
   9
 2
  
Separation expense, net—
 —
   1
 —
  
Net income of discontinued operations, net of tax—
 —
   —
 (8)  
Loss on disposition of business/assets—
 —
   2
 —
  
Certain legal settlements and related expenses—
 —
   —
 1
  
Amortization of pension and postretirement actuarial losses3
 5
   10
 13
  
Net plant incident costs (credits)21
 1
   (252) 4
  
Restructuring, impairment and plant closing and transition costs428
 16
   573
 49
  
Adjusted EBITDA(1)
$77
 $134
   $391
 $277
  
            
Net cash provided by operating activities from continuing operations      $306
 $180
 70 %
Net cash (used in) provided by investing activities from continuing operations      (266) 73
 NM
Net cash used in financing activities      (17) (99) (83)%
Capital expenditures      (272) (97) 180 %


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Three Months EndedThree Months Ended
(Dollars in millions, except per share amounts)September 30, 2019September 30, 2018
Reconciliation of net income to adjusted net income attributable to Venator Materials PLC ordinary shareholders:
Net loss$(17) $(366) 
Net income attributable to noncontrolling interests(2) (2) 
Other adjustments:
Business acquisition and integration expenses2  5  
Loss on disposition of business/assets1  —  
Certain legal settlements and related expenses2  —  
Amortization of pension and postretirement actuarial losses3  3  
Net plant incident costs4  21  
Restructuring, impairment and plant closing and transition costs12  428  
Income tax adjustments(3)
3  (55) 
Adjusted net income attributable to Venator Materials PLC ordinary shareholders(2)
$8  $34  
Weighted-average shares-basic106.6  106.4  
Weighted-average shares-diluted106.6  106.7  
Net loss attributable to Venator Materials PLC ordinary shareholders per share:
Basic$(0.18) $(3.46) 
Diluted$(0.18) $(3.46) 
Other non-GAAP measures:
Adjusted net income per share(2):
Basic$0.08  $0.32  
Diluted$0.08  $0.32  


29
 Three Months Ended Three Months Ended
 September 30, 2018 September 30, 2017
(Dollars in millions, except per share amounts)Gross 
Tax(3)
 Net Gross 
Tax(3)
 Net
Reconciliation of net income to adjusted net income:           
Net (loss) income    $(366)     $53
Net income attributable to noncontrolling interests    (2)     (2)
Other adjustments:           
Business acquisition and integration expenses5
 (1) 4
 4
 (1) 3
Amortization of pension and postretirement actuarial losses3
 (1) 2
 5
 —
 5
Net plant incident costs21
 (3) 18
 1
 —
 1
Restructuring, impairment and plant closing and transition costs428
 (50) 378
 16
 (1) 15
Adjusted net income(2)
    $34
     $75
            
Weighted-average shares-basic    106.4
     106.3
Weighted-average shares-diluted    106.7
     106.6
            
Net (loss) income attributable to Venator Materials PLC ordinary shareholders:           
Basic    $(3.46)     $0.48
Diluted    $(3.46)     $0.48
            
Other non-GAAP measures:           
Adjusted net income per share(2):
           
Basic    $0.32
     $0.71
Diluted    $0.32
     $0.70



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Nine months endedNine months ended
(Dollars in millions, except per share amounts)September 30, 2019September 30, 2018
Reconciliation of net income to adjusted net income attributable to Venator Materials PLC ordinary shareholders:
Net income (loss)$3  $(88) 
Net income attributable to noncontrolling interests(4) (6) 
Other adjustments:
Business acquisition and integration expenses3  9  
Separation expense, net—  1  
Loss on disposition of business/assets1  2  
Certain legal settlements and related expenses3  —  
Amortization of pension and postretirement actuarial losses11  10  
Net plant incident costs (credits)17  (252) 
Restructuring, impairment and plant closing and transition costs24  573  
Income tax adjustments(3)
(22) (33) 
Adjusted net income attributable to Venator Materials PLC ordinary shareholders(2)
$36  $216  
Weighted-average shares-basic106.5  106.4  
Weighted-average shares-diluted106.5  106.8  
Net income attributable to Venator Materials PLC ordinary shareholders per share:
Basic$(0.01) $(0.88) 
Diluted$(0.01) $(0.88) 
Other non-GAAP measures:
Adjusted net income per share(2):
Basic$0.34  $2.03  
Diluted$0.34  $2.02  
 Nine Months Ended Nine Months Ended
 September 30, 2018 September 30, 2017
(Dollars in millions, except per share amounts)Gross 
Tax(3)
 Net Gross 
Tax(3)
 Net
Reconciliation of net income to adjusted net income:           
Net (loss) income    $(88)     $74
Net income attributable to noncontrolling interests    (6)     (8)
Other adjustments:           
Business acquisition and integration expenses9
 (2) 7
 2
 (1) 1
Separation expense, net1
 —
 1
 —
 —
 —
Net income of discontinued operations—
 —
 —
 (11) 3
 (8)
Loss on disposition of business/assets2
 —
 2
 —
 —
 —
Certain legal settlements and related expenses—
 —
 —
 1
 —
 1
Amortization of pension and postretirement actuarial losses10
 (2) 8
 13
 —
 13
Net plant incident (credits) costs(252) 49
 (203) 4
 (1) 3
Restructuring, impairment and plant closing and transition costs573
 (78) 495
 49
 (4) 45
Adjusted net income(2)
    $216
     $121
            
Weighted-average shares-basic    106.4
     106.3
Weighted-average shares-diluted    106.8
     106.6
            
Net (loss) income attributable to Venator Materials PLC ordinary shareholders:           
Basic    $(0.88)     $0.63
Diluted    $(0.88)     $0.62
            
Other non-GAAP measures:           
Adjusted net income per share(2):
           
Basic    $2.03
     $1.14
Diluted    $2.02
     $1.14

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

(1)Our management uses adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income/loss before interest income/expense, net, income tax expense/benefit, depreciation and amortization, and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses/adjustments; (b) separation expense/gain, net; (c) loss/gain on disposition of business/assets; (d) certain legal settlements and related expenses/gains; (e) amortization of pension and postretirement actuarial losses/gains; (f) net plant incident costs/credits; and (g) restructuring, impairment, and plant closing and transition costs/credits. We believe that net income is the performance measure calculated and presented in accordance with generally accepted accounting principles in the United States ("U.S. GAAP" or "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

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methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by
30

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securities analysts, lenders and others in their evaluation of different companies because it excludes certain items 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.

(2)Adjusted net income attributable to Venator Materials 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/adjustments; (b) separation expense/gain, net; (c) loss/gain on disposition of business/assets; (d) certain legal settlements and related expenses/gains; (e) amortization of pension and postretirement actuarial losses/gains; (f) net plant incident costs/credits; and (g) restructuring, impairment, and plant closing and transition costs/credits. Basic adjusted net income per share excludes dilution and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period. Adjusted diluted net income 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.

Adjusted net income (loss) and adjusted net income (loss) per share amounts are presented solely as supplemental information. These measures exclude similar noncash 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 example, while EBITDAthat 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)Prior to the second quarter of 2019, the income tax impacts, if any, of each adjusting item represented 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.

Beginning in the three and six-month periods ended June 30, 2019, income tax expense is adjusted by the amount of additional tax expense or benefit that we would accrue if we used non-GAAP results instead of GAAP results in the calculation of our tax liability, taking into consideration our tax structure. We use a normalized effective tax rate of 35%, which reflects the weighted average tax rate applicable under the various jurisdictions in which we operate. This non-GAAP tax rate eliminates the effects of non-recurring and period specific items which are often attributable to restructuring and acquisition decisions and can vary in size and frequency. This rate is subject to change over time for various reasons, including changes in the geographic business mix, valuation allowances, and changes in statutory tax rates.

We eliminate the effect of significant changes to income tax valuation allowances from discontinued operationsour 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
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information than is provided under GAAP. We believe that our revised approach enables a recurring item, it is not indicativeclearer understanding of ongoingthe long-term impact of our tax structure on post tax earnings.

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

(2)
Adjusted net income 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) loss on disposition of business/assets; (e) certain legal settlements and related expenses; (f) amortization of pension and postretirement actuarial losses; (g) net plant incident costs (credits); (h) restructuring, impairment and plant closing and transition costs. Basic adjusted net income per share excludes dilution and is computed by dividing adjusted net income by the weighted average number of shares outstanding during the period. Adjusted diluted net income 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 per share was based on the ordinary shares that were outstanding at the time of our IPO. Adjusted net income and adjusted net income per share amounts are presented solely as supplemental information.

(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 do not adjust for changes in tax valuation allowances because we do not believe it provides more meaningful information than is provided under GAAP.

Three Months Ended September 30, 20182019 Compared to the Three Months Ended September 30, 20172018


For the three months ended September 30, 2018,2019, net loss was $17 million on revenues of $526 million, compared with net loss of $366 million on revenues of $533 million compared with net income of $53 million on revenues of $582 million for the same period in 2017.2018. The decrease of $419 million in net incomeloss of $349 million was the result of the following items:


•Revenues for the three months ended September 30, 20182019 decreased by $49$7 million, or 8%1%, as compared with the same period in 2017.2018. The decrease was due to a $42 million decrease in revenue in our Titanium Dioxide segment primarily related to decreases in volumes, and a $7$14 million decrease in revenue in our Performance Additives segment, due to decreasespartially offset by a $7 million increase in volumes.revenue in our Titanium Dioxide segment. See “—"—Segment Analysis”Analysis" below.



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•Our operating expenses for the three months ended September 30, 2018 increased2019 decreased by $13$7 million, or 30%12%, as compared with the same period in 2017,2018, primarily related to a $7 million decrease in selling, general and administrative expenses which is comprised of incremental SG&Adecreases in depreciation expense, personnel expense, and costs in 2018 which are requiredrelated to operate as a stand-alone company and $4 millionthe planned closure of income recognized in 2017 for sales of raw materials, for which similar sales in 2018 are reported as revenues.our Pori plant incurred during the prior year period.


•Restructuring, impairment and plant closing and transition costs for the three months ended September 30, 2018 increased2019 decreased to $428$12 million from $16$428 million for the same period in 20172018 primarily as a result of the planned closure of our plant in Pori, Finland beginningplant which commenced in the third quarter of 2018. For more information concerning restructuring and plant closing activities, see "Note 6."Note 7. Restructuring, Impairment, and Plant Closing and Transition Costs"Costs" of the notes to unaudited condensed consolidated and combined financial statements.
statements.


•Our income taxestax expense for the three months ended September 30, 20182019 was $55$8 million ofcompared to income tax benefit compared to $14of $55 million of income tax expense for the same period in 2017.2018. Our income taxes 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."Note 10. Income Taxes"Taxes" of the notes to unaudited condensed consolidated and combined financial statements.
statements.


Segment Analysis
Three Months EndedPercent Change Favorable (Unfavorable)
September 30,
(Dollars in millions)20192018
Revenues
Titanium Dioxide$396  $389  2 %
Performance Additives130  144  (10 %)
Total$526  $533  (1 %)
Adjusted EBITDA
Titanium Dioxide$51  $75  (32 %)
Performance Additives13  12  8 %
64  87  (26 %)
Corporate and Other(14) (10) (40 %)
Total$50  $77  (35 %)

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 Three Months Ended Percent Change Favorable (Unfavorable)
 September 30, 
(Dollars in millions)2018 2017 
Revenues     
Titanium Dioxide$389
 $431
 (10)%
Performance Additives144
 151
 (5)%
Total$533
 $582
 (8)%
Segment adjusted EBITDA     
Titanium Dioxide$75
 $127
 (41)%
Performance Additives12
 15
 (20)%
 87
 142
 (39)%
Corporate and other(10) (8) (25)%
Total$77
 $134
 (43)%
Three Months Ended September 30, 2019 vs. 2018
Average Selling Price(1)
Local CurrencyForeign Currency Translation ImpactMix & Other
Sales Volumes(2)
Period-Over-Period Increase (Decrease)
Titanium Dioxide(7 %)(2 %)(1 %)12 %
Performance Additives2 %(2 %)(2 %)(8 %)

 Three Months Ended September 30, 2018 vs. 2017
 
Average Selling Price(1)
    
 Local Currency Foreign Currency Translation Impact Mix & Other 
Sales Volumes(2)
Period-Over-Period Increase (Decrease)       
Titanium Dioxide7% —% 1 % (18)%
Performance Additives2% —% (1)% (6)%

(1)
Excludes revenues from tolling arrangements, by-products and raw materials.
(2)
Excludes sales volumes of by-products and raw materials.

(1)Excludes revenues from tolling arrangements, by-products and raw materials.
(2)Excludes sales volumes of by-products and raw materials.

Titanium Dioxide


The Titanium Dioxide segment generated revenues of $389$396 million in the three months ended September 30, 2018,2019, an increase of $7 million, or 2%, compared to the same period in 2018. The increase was primarily due to a 12% increase in sales volumes, partially offset by a 7% decline in the average TiO2 selling price, a 2% unfavorable impact from foreign currency translation and a 1% unfavorable impact due to mix and other. Sales volumes increased compared to the prior year quarter as a result of higher sales of new products, increased product availability at certain manufacturing sites and increased demand. The decline in the average TiO2 selling price was primarily attributable to lower global average functional TiO2 prices with regional variations.

Adjusted EBITDA for the Titanium Dioxide segment was $51 million for the three months ended September 30, 2019, a decrease of $42$24 million compared to the same period in 2018. The decline was primarily as a result of lower TiO2 margins driven by a lower average TiO2 selling price, higher raw material costs and unfavorable fixed cost absorption related to planned maintenance. This was partially offset by higher TiO2 sales volumes and a $5 million benefit from our 2019 Business Improvement Program. In the third quarter of 2019, we had a $6 million benefit due to a change in plant utilization rates, which increased our overhead absorption and corresponding inventory valuation at certain facilities.

Performance Additives

The Performance Additives segment generated $130 million of revenues in the three months ended September 30, 2019, a decline of $14 million, or 10%, compared to the same period in 2017.2018. The decreasedecline was primarily due to an

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18% decline 8% decrease in sales volumes, partially offset by a 7% increase in average selling prices2% unfavorable impact of foreign currency translation and a 1% benefit from mix and other. The2% unfavorable impact from foreign exchange rates, was neutral in the quarter.

Sales volumes decreased due to lower demand for functional grade product as a result of customer destocking and lower product availability due to extended planned maintenance turnarounds. The increase in selling prices compared to the prior year period reflects more favorable business conditions for TiO2, allowing for an increase in prices globally.
Adjusted EBITDA for our Titanium Dioxide segment decreased $52 million compared to the same period in 2017. In the prior year period, we recognized $20 million of adjusted EBITDA attributable to lost earnings at our Pori, Finland facility which were reimbursed through insurance proceeds. The remaining decrease in adjusted EBITDA was primarily attributable to lower revenue and lower margins as a result of higher raw material and energy costs, partially offset by $3 million of savings from our Business Improvement Program.

Performance Additives

The Performance Additives segment generated $144 million of revenue in the three months ended September 30, 2018, which is $7 million, or 5%, lower than the same period in 2017. This decrease was the result of a 6% decrease in volumes relating to weaker than expected construction activity in North America and Europe, and a 1% decrease due to sales mix and other, partially offset by a 2% increase in the average selling prices. Selling pricesprice. The decline in volumes was primarily attributable to lower sales into construction-related applications, softer demand in coatings and plastics, principally related to automotive and electronics end-use applications and a discontinuation of sales of a product to a timber treatment customer. The average selling price increased in certaindue to the mix of sales within our functional additives, and timber treatment product lines to offset increases in raw material and energy costs.color pigments businesses.


Adjusted EBITDA in ourthe Performance Additives segment decreased by $3was $13 million, an increase of $1 million for the three months ended September 30, 20182019 compared to the same period in 2017, primarily2018. A higher average price, lower overhead costs and a result of increased raw material and energy costs impacting revenue and segment margins, partially$2 million benefit from our 2019 Business Improvement Program was offset by $3lower sales volumes. In the third quarter of 2019, we had a $2 million of savings frombenefit due to a change in plant utilization rates, which increased our Business Improvement Program.overhead absorption and corresponding inventory valuation at certain facilities.


Corporate and Other


Corporate and otherOther represents expenses which are not allocated to our segments. Losses from Corporate and otherOther were $10$14 million, or $2$4 million morehigher in the three months ended September 30, 2018 than2019 compared to the same period in 2017,2018. This was primarily as a result of an increase in selling, general and administrative costs to operate asthe unfavorable impact of foreign currency translation, partially offset by a standalone company.$1 million benefit from our 2019 Business Improvement Program.


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Nine Months Ended September 30, 20182019 Compared to the Nine Months Ended September 30, 20172018


For the nine months ended September 30, 2018,2019, net income was $3 million on revenues of $1,666 million, compared with net loss wasof $88 million on revenues of $1,781 million compared with net income of $74 million on revenues of $1,681 million for the same period in 2017.2018. The decreaseincrease of $162$91 million in net income was the result of the following items:


•Revenues for the nine months ended September 30, 2018 increased2019 decreased by $100$115 million, or 6%, as compared with the same period in 2017.2018. The increasedecrease was due to a $83$40 million, increaseor 3% decline in revenue in our Titanium Dioxide segment primarily related to increases inlower average TiO2 selling prices partially offset by higher volumes, and a $17$75 million, increaseor 16% decline in revenue in our Performance Additives segment, primarily due to increases in selling prices.lower sales volumes. See “—Segment Analysis” below.


•Cost of goods sold for the nine months ended September 30, 2019 increased by $351 million from the same period in the prior year primarily as a result of the recognition of $325 million of insurance proceeds which was a credit to cost of goods sold in 2018.

•Our operating expenses for the nine months ended September 30, 20182019 decreased by $4 million, or 3%, as compared with the same period in 2017,2018, primarily related to a $16 million savings from personnel reductions, a $4 million decrease in other operating expenses, and a $7 million decline in depreciation expense, partially offset by a $14 million increase as a result of carbon credits sold in 2018 and an $8 million increase due to the impactnegative impacts of foreign exchange rates.


•Restructuring, impairment and plant closing and transition costs for the nine months ended September 30, 2018 increased2019 decreased to $573$24 million from $49$573 million for the same period in 20172018 primarily as a result of the closure of a portion of our Augusta, Georgia plant in the second quarter of 2018 and the planned closure of our plant in Pori, Finland beginning in the third quarter of 2018. For more information concerning restructuring activities, see "Note 6."Note 7. Restructuring, Impairment, and Plant Closing and Transition Costs"Costs" of the notes to unaudited condensed consolidated and combined financial statements.
statements.



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•Our income tax expense for the nine months ended September 30, 2018 decreased2019 was nil compared to $10 million from $26 million for the same period in 2017.2018. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operated, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see "Note 9."Note 10. Income Taxes"Taxes" of the notes to unaudited condensed consolidated and combined financial statements.
statements.


Segment Analysis


Nine Months EndedPercent Change Favorable (Unfavorable)
September 30,
(Dollars in millions)20192018
Revenues
Titanium Dioxide$1,260  $1,300  (3 %)
Performance Additives406  481  (16 %)
Total$1,666  $1,781  (6 %)
Segment adjusted EBITDA
Titanium Dioxide$167  $365  (54 %)
Performance Additives44  59  (25 %)
211  424  (50 %)
Corporate and Other(40) (33) (21 %)
Total$171  $391  (56 %)

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 Nine Months Ended Percent Change Favorable (Unfavorable)
 September 30, 
(Dollars in millions)2018 2017 
Revenues     
Titanium Dioxide$1,300
 $1,217
 7%
Performance Additives481
 464
 4%
Total$1,781
 $1,681
 6%
Segment adjusted EBITDA     
Titanium Dioxide$365
 $268
 36%
Performance Additives59
 57
 4%
 424
 325
 30%
Corporate and other(33) (48) 31%
Total$391
 $277
 41%
Nine Months Ended September 30, 2019 vs. 2018
Average Selling Price(1)
Local CurrencyForeign Currency Translation ImpactMix & Other
Sales Volumes(2)
Period-Over-Period Increase (Decrease)
Titanium Dioxide(7 %)(4 %)— %8 %
Performance Additives— %(2 %)— %(14 %)

 Nine Months Ended September 30, 2018 vs. 2017
 
Average Selling Price(1)
    
 Local Currency Foreign Currency Translation Impact Mix & Other 
Sales Volumes(2)
Period-Over-Period Increase (Decrease)       
Titanium Dioxide16% 5% 1 % (15)%
Performance Additives4% 3% (2)% (1)%

(1)
Excludes revenues from tolling arrangements, by-products and raw materials.
(2)
Excludes sales volumes of by-products and raw materials.

(1)Excludes revenues from tolling arrangements, by-products and raw materials.
(2)Excludes sales volumes of by-products and raw materials.

Titanium Dioxide


The Titanium Dioxide segment generated revenues of $1,300$1,260 million in the nine months ended September 30, 2018, an increase2019, a decrease of $83$40 million, or 7%3%, compared to the same period in 2017.2018. The increasedecline was primarily due to a 16% increase7% decrease in the average TiO2selling prices,price and a 5% improvement driven by the favorable4% unfavorable impact of foreign exchange rates, and a 1% increase due to mix and other partially offset by a 15%an 8% increase in sales volumes. The decrease in sales volumes.

the average selling price was primarily attributable to lower European prices and softer business conditions in Asia Pacific. Sales volumes decreasedincreased in both functional and specialty TiO2 due to customer destocking, lower producthigher availability due to extended planned maintenance turnarounds, the impact of the fire at our Pori, Finland manufacturing facilitycertain products, increased sales of new products 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 decreased by 9%. The increase in selling prices compared to the prior year period reflects more favorable business conditions for TiO2, allowing for an increase in prices globally.higher demand.


Adjusted EBITDA for our Titanium Dioxide segment increased $97decreased $198 million for the nine months ended September 30, 20182019 compared to the same period in 2017. This increase2018. The decrease was primarily as a result of improvements in pricing,lower TiO2 margins, due to a lower average TiO2 selling price, higher raw material costs, $14 million of energycarbon credits sold in the nine months ended September 30, 2018 a $14and $41 million of benefits fromlost earnings attributable to our business improvement program,Pori, Finland TiO2 manufacturing facility, which were reimbursed through insurance proceeds in the comparable period of 2018. The decline was partially offset by declineshigher sales volumes, a $6 million benefit due to a change in revenuesplant utilization which increased our overhead absorption rates at certain facilities and margins as a result of higher raw materials and energy costs.$10 million benefit from our 2019 Business Improvement Program.

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Performance Additives


The Performance Additives segment generated $481$406 million of revenue in the nine months ended September 30, 2018,2019, which is $17$75 million, or 4%16%, higherlower compared to the same period in 20172018 resulting from a 4% increase14% decrease in average selling prices,volumes, and a 3% improvement driven by the favorable2% unfavorable impact of foreign exchange rates, partially offset byrates. Sales volumes reflect lower construction activity in North America, softer demand for products used in automotive, electronics, plastics and coatings applications, the impact of plant shutdowns as part of prior restructuring actions and a 2% decreasediscontinuation of sales of a product to a timber treatment customer. The average selling price remained stable compared to the prior year period due to less favorablethe composition of sales mix and other and a 1% decrease in volumes. Selling prices increased in certainwithin our functional additives, color pigment, and timber treatment product lines to offset increases in raw material and energy costs.color pigments businesses.


Adjusted EBITDA in our Performance Additives segment increaseddecreased by $2$15 million, or 4%25%, for the nine months ended September 30, 20182019 compared to the same period in 2017,2018, primarily due to $7 million of benefits from our business improvement program,lower sales volumes and partially offset by increaseslower costs, a $2 million benefit due to a change in raw materialplant utilization which increased our overhead absorption rates at certain facilities and energy costs.a $4 million benefit from our Business Improvement Program.


Corporate and Other


Corporate and otherOther represents expenses which are not allocated to our segments. Losses from Corporate and otherOther were $33$40 million, or $15$7 million lowerhigher for the nine months ended September 30, 20182019 than the same period in 2017 as our costs to operate2018 primarily as a standalone company are lower than those costs historically allocated to usresult the timing of the unfavorable impact of foreign currency translation arising from Huntsman.weakness in the Euro versus the U.S. Dollar, partially offset by a $1 million benefit from our 2019 Business Improvement Program.


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Liquidity 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$251 $40 millionand $238$165 million as of September 30, 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.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 aA 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.


In addition to the Senior Notes and the Term Loan Facility, we entered into the ABL Facility. On June 20, 2019 the ABL Facility was increased to an aggregate principal amount of up to $350 million with no change to the maturity dates. 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 September 30, 20182019 is in excess of $269295 million,of which $260 $285 million was is 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.


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Items Impacting Short-Term and Long-Term Liquidity

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, increasedas reflected in our unaudited condensed consolidated statements of cash flows decreased by approximately $75$26 million for the nine months ended September 30, 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.


•We expect to spend approximately $48$115 million on capital expenditures during the fourth quarter of 2018.2019. Our future expenditures include certain EHS maintenance and upgrades, periodic maintenance and repairs applicable to major units of manufacturing facilities,facilities; expansions of our existing facilities or construction of new facilities, andfacilities; certain cost reduction projects.projects; and the cost to transfer specialty and differentiated manufacturing from Pori, Finland to other sites within our manufacturing network. This excludes other Pori site capital expenditures. We expect to fund this spending with cash on hand as well as cash provided by operations.operations and borrowings.


•During the nine months ended September 30, 2018,2019, we made contributions to our pension and postretirement benefit plans of $21$27 million. During the remainder of 2018,2019, we expect to contribute an additional amount of approximately $19$10 million to these plans.


•We are involved in a number of cost reduction programs for which we have established restructuring accruals. As of September 30, 20182019, we had $39$16 million of accrued restructuring costs of which $25$8 million is classified as current. We expect to incur additional restructuring and plant closing costs of approximately $10$14 million, including $5 million for non-cashnoncash charges, and pay approximately $8$12 million through the remainder of 2018.2019. For further discussion of these plans and the costs involved, see "Note 6."Note 7. Restructuring, Impairment, and Plant Closing and Transition Costs"Costs" of the notes to unaudited condensed consolidated and combined financial statements.statements.

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Further, although•In the Business Improvement Program isfourth quarter of 2018 we commenced additional cost reduction initiatives which are expected to be completed byprovide approximately $40 million of annual adjusted EBITDA benefit compared to 2018. $5 million has been paid through September 30, 2019 to implement these initiatives and is included in the first quarter of 2019, werestructuring expenditures discussed above. We expect to incurpay an additional $8 million of restructuring charges well beyondand capital expenditures to implement this period.program. We expect actions will be complete in 2020, ending the Business Improvement Program to provide additional contributions to adjusted EBITDAyear at the full run-rate level.

•On January 30, 2017, our TiO2 manufacturing facility in 2018 and 2019.

•
On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage. 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. 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. We restored 20% of the total prior capacity, which is dedicated to production of specialty products.

On September 12, 2018, following our reviewPori, Finland, experienced fire damage. We are in the process of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to closeclosing our Pori, Finland, TiO2 manufacturing facility and transfertransferring the production of specialty and differentiated product grades to other sites.sites within our existing network. In the first nine months of 2019, we had capital expenditures of $37 million related to project wind-down and closure costs. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through 2021. Please see “Part II, Item 1A. Risk Factors-Risks Relatingat least 2022, subject to our Business-Disruptionseconomic and other factors.

•In August 2019, we terminated the three cross-currency swaps entered into in production at our manufacturing facilities, including at our TiO2 manufacturing facility2017, resulting in Pori, Finland, may have a material adverse impact on our business, resultscash proceeds of operations and/or financial condition.”$15 million.


•We have $746$733 million in aggregate principal outstanding under $375consisting of $371 million of 5.75% of Senior Notes due 2025, and a $371$362 million Term Loan Facility. See further discussion under "Financing Arrangements."


Following the separation and our IPO, we 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

38


generate sufficient cash flow from our operations, our business, financial condition and results of operations may be materially and adversely affected” in our 2017 Form 10-K.

As of September 30, 20182019 and December 31, 20172018, we had $7$16 million and $14$8 million, respectively, classified as current portion of debt.


As of September 30, 20182019 and December 31, 20172018, we had approximately $29$14 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 September 30, 20182019, our 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. In the first quarter of 2019, a non-U.K. subsidiary distributed $12 million to a U.K. subsidiary subject to a 5% withholding tax.


Cash Flows for the Nine Months Ended September 30, 20182019 Compared to the Nine Months Ended September 30, 20172018


Net cash used in operating activities was $36 million for the nine months ended September 30, 2019 while net cash provided by operating activities from continuing operations was $306 million for the nine months ended September 30, 2018 while2018. The unfavorable variance in net cash provided byfrom operating activities from continuing operationsfor the nine months ended September 30, 2019 compared with the same period in 2018 was $180primarily attributable to a $534 million decrease in noncash restructuring and impairment charges as a result of the closure of a portion of our Augusta, Georgia plant and the planned closure of our Pori, Finland facility both announced in 2018 and a $20 million decrease in depreciation and amortization, partially offset by a $91 million increase in net income as described in "—Results of Operations" above and a $112 million favorable variance in operating assets and liabilities for 2019 as compared with the same period in 2018.

Net cash used in investing activities was $101 million for the nine months ended September 30, 2017. The increase in net cash provided by operating activities from continuing operations for the nine months ended September 30, 20182019, compared with the same period in 2017 was primarily attributable to noncash restructuring charges of $539 million in 2018 compared to $7 million in 2017, offset by the $162 million decrease in net income as described in “—Results of Operations” above, and a $237 million unfavorable variance in operating assets and liabilities for 2018 as compared with 2017.

Net cash used in investing activities from continuing operations was $266 million for the nine months ended September 30, 2018, compared2018. The decrease in net cash used in investing activities was primarily attributable to neta decrease in capital expenditures of $162 million as a result of higher capital expenditures related to our TiO2 manufacturing facility in Pori, Finland in the prior year period.

Net cash provided by investingfinancing activities from continuing operations of $73was $13 million for the nine months ended September 30, 2017. The increase in net cash2019, compared to $17 million used in investingfinancing activities from continuing operations for the nine months ended September 30, 2018 compared with the same period in 2017 was primarily attributable to a decrease in insurance proceeds received for recovery of property damage of $50 million and an increase in capital expenditures of $175 million compared to the prior year period, a decrease in net repayments from affiliates of $121 million and a decrease in net cash received from unconsolidated affiliates.

Net cash used in financing activities from continuing operations was $17 million for the nine months ended September 30, 2018, compared to net cash used in financing activities from continuing operations of $99 million for the nine months ended September 30, 2017.2018. The decrease in net cash used in financing activities from continuing operations for the nine months ended September 30, 20182019 compared with the same period in 20172018 was primarily attributable to $15 million received from the termination of a decrease in final settlementcash flow hedge derivative, $9 million of affiliate balances at separation, a decrease in repayments on affiliate accounts payable of $86 million from 2017 to 2018, partially offset by a decrease in proceeds received from issuance of short-term debt and a $7 million decrease in repayment of long-term debt.



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Changes in Financial Condition


The following information summarizes our working capital as of September 30, 20182019 and December 31, 20172018:

September 30, December 31, Increase Percent
(Dollars in millions)2018 2017 (Decrease) Change(Dollars in millions)September 30, 2019December 31, 2018Increase (Decrease)Percent Change
Cash and cash equivalents$251
 $238
 $13
 5 %Cash and cash equivalents$40  $165  $(125) (76 %)
Accounts receivable, net398
 380
 18
 5 %Accounts receivable, net358  351  7  2 %
Accounts receivable from affiliates—
 12
 (12) (100)%Accounts receivable from affiliates8  —  8  NM  
Inventories513
 454
 59
 13 %Inventories496  538  (42) (8 %)
Prepaid expenses28
 19
 9
 47 %Prepaid expenses24  20  4  20 %
Other current assets72
 66
 6
 9 %Other current assets64  51  13  25 %
Total current assets from continuing operations1,262
 1,169
 93
 8 %
Total current assetsTotal current assets$990  $1,125  $(135) (12 %)
Accounts payable375
 385
 (10) (3)%Accounts payable273  382  (109) (29 %)
Accounts payable to affiliates14
 16
 (2) (13)%Accounts payable to affiliates14  18  (4) (22 %)
Accrued liabilities161
 244
 (83) (34)%Accrued liabilities108  135  (27) (20 %)
Current operating lease liabilityCurrent operating lease liability8  —  8  NM  
Current portion of debt7
 14
 (7) (50)%Current portion of debt16  8  8  100 %
Total current liabilities from continuing operations557
 659
 (102) (15)%
Total current liabilitiesTotal current liabilities$419  $543  $(124) (23 %)
Working capital$705
 $510
 $195
 38 %Working capital$571  $582  $(11) (2 %)


Our working capital increaseddecreased by $195$11 million as a result of the net impact of the following significant changes:


•Cash and cash equivalents increaseddecreased by $13$125 million primarily due to inflowsoutflows of $306$36 million from operating activities, of continuing operations offset by cash outflows of $266and $101 million from investing activities, partially offset by inflows of continuing operations and $17$13 million fromprovided by financing activities of continuing operations.activities.
•Accounts receivable increased by $18$7 million primarily due to seasonally higher revenues in the third quarter of 20182019 compared to the fourth quarter of 2017.2018.
•
Inventory increased $59 million primarily as a result of a $56 million increase in TiO2 inventory and a $4 million increase in Performance Additives inventory. The increase in TiO2 inventory is driven by an increase in raw material costs year over year and an increase in inventory volumes from the fourth quarter of 2017 to the third quarter of 2018 while the increase in Performance Additives inventory is primarily due to a change in product mix in our functional additives product line.
•Inventory decreased $42 million reflecting lower levels of finished goods at September 30, 2019 as compared to the prior year end as a result of seasonality and efforts across the organization to manage inventory levels partially offset by an $8 million increase in inventory due to a change in plant utilization rates which increased our overhead absorption and corresponding inventory valuation at certain facilities in the third quarter of 2019.
•Accounts payable decreased by $113 million primarily as a result of the timing of cash payments versus receipt of raw materials and a $42 million reduction in capital accruals.
•Accrued liabilities decreased by $83$27 million primarily due to a reduction in accrued interest and accrued payroll which is a reflection of the timing of the payments versus the amounts accrued at September 30, 2019 as compared to December 31, 2018.
•Current operating lease liability increased by $8 million as a result of the adoption of ASU No. 2016-02, Leases (Topic 842) in the first quarter of 2019. See "Note 2. Recently Issued Accounting Pronouncements" of the notes to unaudited condensed consolidated financial statements for further discussion of the implementation of this accounting standard.
•Current portion of debt increased by $8 million primarily due to the recognitionissuance of deferred income in the second quartershort-term debt during 2019.

Financing Arrangements

For a discussion of 2018 recorded in connection with the progress payments 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”"Note 8. Debt" of the notes to unaudited condensed consolidated and combined financial statements.
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.

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”) 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.


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Guarantees

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

Augusta Matter

In February 2017, Huntsman filed suit against the legacy owner and certain former executives of Rockwood, primarily related 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.

Restructuring, Impairment and Plant Closing and Transition Costs


For a discussion of our restructuring plans and the costs involved, see “Note 6."Note 7. Restructuring, Impairment, and Plant Closing and Transition Costs”Costs" of the notes to unaudited condensed consolidated and combined financial statements.


Legal Proceedings


For a discussion of legal proceedings, see “Note 11."Note 12. Commitments and Contingencies—Contingencies—Legal Matters”Matters" of the notes to unaudited condensed consolidated and combined financial statements.


Environmental, 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-term effect of any of these regulations or proposals on our future financial condition. For a discussion of EHS matters, see “Note 12."Note 13. Environmental, Health and Safety Matters”Matters" of the notes to unaudited condensed consolidated and combined financial statements.


Recently Issued Accounting Pronouncements


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


Critical 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.



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Revenue Recognition

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-bearing liabilities.


The carrying value of our floating rate debt is approximately $365$362 million at September 30, 2018.2019. A hypothetical 1% increase in interest rates on our floating rate debt as of September 30, 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
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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 September 30, 20182019 and December 31, 2017,2018, we had approximately $95$73 million and $109$89 million, respectively, notional amount (in U.S. dollarDollar 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. dollarDollar 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 principleexchanging a notional amount of $200 million at a fixed rate of 5.75% for €169 million with a fixed annual rate of 3.43%. These hedges have beenwere 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 ourwas the 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

In August 2019, we terminated the three cross-currency swaps entered into in 2017, resulting in cash proceeds of $15 million. Concurrently, we entered into three new fixed to fixed cross-currency swaps which notionally exchanged $200 million at a fixed rate of 5.75% for €181 million on which a weighted average rate of 3.73% is payable. The cross-currency swaps have been designated as cash flow hedges of a fixed rate U.S. Dollar intercompany loan and losses from these hedges offset the changes ineconomic effect is to eliminate uncertainty on the valueU.S. Dollar cash flows. The cross-currency swaps are set to mature July 2024, which is the best estimate of interest and principal payments as a result of changes in foreign exchange rates.the repayment date on the intercompany loan.


During 2018,2019, the changes in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of approximately $5$10 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

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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 price contracts to transfer or share commodity price risk. We did not have any commodity derivative instruments in place as of September 30, 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 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 September 30, 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.


Internal Control over Financial Reporting


There were no changes to our internal control over financial reporting during the three months ended September 30, 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
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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


DuringOther than as described below, during the three months ended September 30, 2018,2019, there have been no material developments with respect to material legal proceedings referenced in “Part I. Item 3. Legal Proceedings” of our 2018 Form 10-K and in "Part II. Item 1. Legal Proceedings" of our quarterly report on Form 10-Q for the quarter ended June 30, 2019.

Shareholder 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 (the "Dallas District Court"), by an alleged purchaser of our ordinary shares in connection with our IPO on August 3, 2017 Form 10-K.and our secondary offering on November 30, 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. A fourth case was filed in the U.S. District Court for the Southern District of New York by the City of Miami General Employees' & Sanitation Employees' Retirement Trust on July 31, 2019, making substantially the same allegations, adding claims under sections 10(b) and 20(a) of the U.S. Exchange Act, and naming all of our directors as additional defendants. A fifth case, filed by Bonnie Yoon Bishop in the U.S. District Court for the Southern District of New York, was voluntarily dismissed without prejudice on October 7, 2019.A sixth case was filed in the U.S. District Court for the Southern District of Texas by the Cambria County Employees Retirement System on September 13, 2019, making substantially the same allegations as those made by the plaintiff in the case pending in the Southern District of New York.


The plaintiffs in these cases seek to determine that the proceedings should be certified as class actions and to obtain alleged compensatory damages, costs, rescission and equitable relief.

The cases filed in the Dallas District Court have been consolidated into a single action, In re Venator Materials PLC Securities Litigation. On October 29, 2019, the U.S. District Court for the Southern District of New York entered an order transferring the case brought by the city of Miami General Employees' & Sanitation Employees' Retirement Trust to the U.S. District Court for the Southern District of Texas, where we expect it to be consolidated with the case brought by the Cambria County Employees' Retirement Trust.

On May 8, 2019, we filed a “special appearance” in the Dallas District Court action contesting the court’s jurisdiction over the Company and a motion to transfer venue to Montgomery County, Texas and on June 7, 2019 we and certain defendants filed motions to dismiss. On July 9, 2019, a hearing was held on certain of these motions, which were subsequently denied. On October 3, 2019, a hearing was held on our motion to dismiss under the Texas Citizens Participation Act, which was subsequently denied.On October 22, 2019, we and other defendants filed a Petition for Writ of Mandamus in the Court of Appeals for the Fifth District of Texas seeking relief from the Dallas District Court’s denial of defendants’ Rule 91a motions to dismiss. We also intend to appeal the denial of our motion to dismiss under the Texas Citizens Participation Act.

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 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 these matters.

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Tronox Litigation

On April 26, 2019, we acquired intangible assets related to the European paper laminates product line from Tronox. 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 Cristal once the sale of the European paper laminates business to us was consummated, if the sale of Cristal’s Ashtabula manufacturing complex to us was not completed. The deadline for such payment was May 13, 2019. On April 26, 2019, Tronox publicly stated that it believes it is not obligated to pay the break fee.

On May 14, 2019, we commenced a lawsuit in the Delaware Superior Court against Tronox arising from Tronox's breach of its obligation to pay the break fee. We are seeking a judgment for $75 million, plus pre- and post-judgment interest, and reasonable attorneys' fees and costs. On June 17, 2019, Tronox filed an answer denying that it is obligated to pay the break fee and asserting affirmative defenses and counterclaims of approximately $400 million, alleging that we failed to negotiate the purchase of the Ashtabula complex in good faith. Discovery is ongoing in this matter. Because of the early stage of this litigation, we are unable to reasonably estimate any possible gain, loss or range of gain or loss and we have not made any accrual 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 2018 Form 10-K and in "Part II. Item 1A. Risk Factors" to of our quarterly report on Form 10-Q for the quarter ended June 30, 2019. In addition to these risk factors, the following risk factors are applicable to us:

The classification of TiO2 as a Category 2 Carcinogen in the EU, or any increased regulatory scrutiny, could decrease demand for our products and subject us to manufacturing and waste disposal regulations that could significantly increase our costs.

The EU has adopted the Globally Harmonised System of the United Nations for a uniform system for the classification, labelling and packaging of chemical substances in Regulation (EC) No 1272/2008 (the "CLP"). Pursuant to the CLP, an EU Member State can propose a classification for a substance to the European Chemicals Agency ("ECHA"), which upon review by ECHA’s Committee for Risk Assessment (the "RAC"), can be submitted to the European Commission for adoption by regulation. On May 31, 2016, the French Agency for Food, Environmental and Occupational Health and Safety ("ANSES") submitted a proposal to ECHA that would classify TiO2 as a Category 1B Carcinogen presumed to have carcinogenic potential for humans by inhalation. On June 8, 2017, Form 10-K.the RAC announced its preliminary conclusion that certain evidence meets the criteria under CLP to classify TiO2 as a Category 2 Carcinogen (described by the EU regulation as appropriate for "suspected human carcinogens") for humans by inhalation. The RAC published their final opinion on September 14, 2017, which proposed that TiO2 be classified as a Category 2 carcinogen by inhalation. In addition, the following risk factor included substantiveRAC proposed a note in their opinion to the effect that coated particles must be evaluated to assess whether a higher category (Category 1B or 1A) should be applied and additional routes of exposure (oral or dermal) should be included. After discussion with Member States and stakeholders, the European Commission concluded without a vote of the Member States that the classification of TiO2 as a Category 2 Carcinogen under the CLP Regulation is an appropriate measure. The European Commission first presented the proposed wording for the Entry of TiO2 in Annex VI to the CLP Regulation on June 12, 2018, and this wording has since been further amended. The latest version was published in the draft Commission Delegated Regulation on October 4, 2019 and would apply to TiO2 in powder form meeting the size criteria in the proposed note. This classification is subject to further clarification. The regulation has been sent for scrutiny by the European Parliament and the Council of the EU, and the scrutiny period will come to an end in early December 2019. Until the final regulation enters into effect, the text of the proposed entry, and in particular the proposed notes, may be changed and such changes from those disclosed in our 2017 Form 10-K:

Risks Related to Our Business

Disruptions in production atmay affect the impact of the classification on various downstream use applications and our manufacturing facilities,operations, including at our TiO2 manufacturing facility in Pori, Finland, may have a material adversethe impact on the disposal of waste from our business, resultsfacilities. If no objections are raised, it will enter into force 20 days after its publication in the Official Journal of operations and/or financial condition.

Manufacturing facilities in our industry are subjectthe European Union and will apply as of the date 18 months after its publication. Member States, however, may choose to planned and unplanned production shutdowns, turnarounds, outages and other disruptions. Any serious disruptionapply the regulation at any time after publication.

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Adoption of the Category 2 Carcinogen classification will require that many end-use products manufactured with TiO2 be classified and havelabeled as containing 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 ofpotentially carcinogenic component, which could negatively impact our business, resultspublic perception of operations and/or financial condition. Long-term production disruptions may cause our customers to seek alternative supply which could further adverselyproducts containing TiO2. Such classification would also affect our profitability.

Unplanned production disruptions may occurmanufacturing operations by subjecting us to new workplace safety requirements that could significantly increase costs. In addition, any classification, use restriction, or authorization requirement for external reasons including natural disasters, weather, disease, strikes, transportation interruption, government regulation, political unrestuse imposed by ECHA could trigger heightened regulatory scrutiny in countries outside the EU based on health or terrorism, or internal reasons, such as fire, unplanned maintenance or other manufacturing problems. Any such production disruptionsafety grounds, which could have a materialwider adverse impact geographically on market demand for and prices of TiO2 or other products containing TiO2 and increase our compliance obligations outside the EU. Any increased regulatory scrutiny could affect consumer sentiment or limit the marketability of and demand for TiO2 or products containing TiO2, which could have spill-over, restrictive effects under other EU laws, e.g., those affecting medical and pharmaceutical applications, cosmetics, food packaging and food additives. Pursuant to the proposed regulation, the classification could also require that all waste meeting the powder specifications in the proposed note be handled as hazardous waste, as separately determined by each Member State, which could result in significant impacts on our customers’ products, wastes from our operations operating results and financial condition.

For example, on January 30, 2017, ourthe implementation of Circular Economy efforts within the EU. It is also possible that heightened regulatory scrutiny could lead to claims by consumers of such products alleging adverse health impacts. Finally, the classification of TiO2 manufacturing facility as a Category 2 Carcinogen could lead the ECHA to evaluate other products with similar particle characteristics (such as iron oxides or functional additives) for human carcinogenic potential by inhalation, which may ultimately have similar negative impacts on other products within our portfolio.

Sales of TiO2 in Pori, Finland, experienced fire damage. The Pori facility had a nameplate capacity of 130,000 metric tons per year, whichthe EU represented approximately 17%44% of our total TiO2 nameplate capacity and approximately 2%revenues for the year ended December 31, 2018.

Restrictions on disposal of total global TiO2 demand. We restored 20% of the total prior capacity, which is dedicated to production of specialty products. On September 12, 2018, following our review of the Pori facility and options withinwaste from our manufacturing network,processes could result in higher costs and negatively impact our ability to operate our manufacturing facilities.

Our manufacturing processes generate byproducts, some of which are saleable and others of which are not and must be reused or disposed of as waste. Storage, transportation, reuse and disposal of waste are generally regulated by governmental authorities in the jurisdictions in which we operate. If existing arrangements for reuse or disposal of waste cease to be available to us, as a result of unanticipated cost escalationnew rules, regulations or interpretations thereof, exhaustion of reclamation activities, landfill closures, or otherwise, we will need to find new arrangements for reuse or disposal, which could result in increased costs to us and extended timeline associated with reconstruction, we announcednegatively impact our consolidated financial statements. For example, gypsum is generated by our TiO2 manufacturing facilities that we intend to closeuse the sulfate process, such as those at Scarlino, Italy and Teluk Kalong, Malaysia. The gypsum from our Pori, Finland, TiO2 manufacturingScarlino facility and transferis currently used in the specialty and differentiated product grades to other sites.reclamation of a nearby former quarry. We intendreceived an extension of our existing permit, which will allow the facility to continue to operateuse the Pori facility at reduced production rates throughmaterial to reclaim the transition period, which is expected to last through 2021. Even ifsite for approximately 13 months and we are ableseeking an additional extension to transition productionthe extent physical capacity remains available. We are also currently pursuing replacement options for sale, reuse and/or disposal of gypsum produced at the Scarlino facility. Such options generally require governmental approval and there can be no assurance that such approvals will be received in a timely manner or at all. Any classification of our waste material as hazardous is likely to have an adverse impact on this schedule, we may lose customers that haveobtaining such approvals. Failure to find viable new disposal arrangements for our manufacturing byproducts, including those originating at our Scarlino, Italy site, could significantly impact our manufacturing operations, up to and including the temporary or permanent closure of related manufacturing facilities.

In addition, in connection with the classification in the meantime found alternative suppliers elsewhere.

We expect to account for our closure costs, includingEuropean Union of TiO2 as a Category 2 Carcinogen, Member States could require that all waste mixtures in a powder form meeting the costs of demolition, remediation and contract termination costs, as restructuring expense and fund them from cash from operations, which will decrease our liquidityspecifications in the periods those costsproposed note be classified as hazardous waste. This could result in significant changes to how wastes from our operations in Europe (including at our Scarlino, Italy site and elsewhere) are incurred. In addition, 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, feedstockshandled, including additional or more stringent manufacturing regulations, labelling requirements, transportation logistics, and other raw materials, along with energy sources and, in certain cases, facilities that we need to operate our business. Ifrequirements regarding 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 sourcesreuse or facilities that we need, which could materially disrupt our operations, including the productionsell byproducts, or otherwise dispose 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 riskssuch materials. Any such regulations could have a material adverse effectsignificant impact on our business,manufacturing operations and results of operations, financial condition and liquidity.operations.

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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 September 30, 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
July —
 $—
 —
 $—
August —
 —
 —
 —
September 4,769
 8.83
 —
 —
Total 4,769
 $8.83
 —
 $—
(1)
Represents shares purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units.

ITEM 6. EXHIBITS


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
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*101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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:November 6, 2019
VENATOR MATERIALS PLC
(Registrant)
By:
Date:October 30, 2018By:/s/ Kurt D. Ogden
Kurt D. Ogden
SeniorExecutive Vice President and Chief Financial Officer
Date:October 30, 2018November 6, 2019By:/s/ Stephen Ibbotson
Stephen Ibbotson
Vice President and Controller





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