EX-99.1 2 a2232041zex-99_1.htm EX-99.1

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Exhibit 99.1

LOGO

Dear Huntsman Corporation Stockholder:

        I am pleased to inform you that on                        , the board of directors of Huntsman Corporation ("Huntsman") approved the spin-off of our Pigments & Additives segment as a separate, publicly traded company, which we have named Venator Materials Corporation ("Venator"). We believe that this separation of Venator to form a new publicly traded company is in the best interests of Huntsman, its stockholders and Venator.

        After the spin-off, Venator will have outstanding two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be the same, other than with regard to voting. Each share of Class A common stock is entitled to                    votes. Each share of Class B common stock is entitled to                    votes.

        The spin-off will be completed by way of a pro rata distribution on                    of all of Venator's outstanding shares of Class B common stock to Huntsman stockholders of record as of the close of business on                    , the spin-off record date. Following the distribution, (i) the holders of Venator's Class B common stock will hold 60% of all of Venator's outstanding common stock and 80.1% of the voting power of all of Venator's outstanding common stock and (ii) Huntsman (through one or more of its subsidiaries) will retain all of Venator's Class A common stock, representing 40% of all of Venator's outstanding common stock and 19.9% of the voting power of all of Venator's outstanding common stock. Each Huntsman stockholder will receive                    shares of Venator Class B common stock for each share of Huntsman common stock held on the record date. The distribution of these shares will be made in book-entry form, which means that no physical share certificates will be issued. Following the spin-off, stockholders may request that their shares of Venator Class B common stock be transferred to a brokerage or other account at any time. No fractional shares of Venator Class B common stock will be issued. If you would otherwise have been entitled to a fractional share of Class B common stock in the distribution, you will receive the net cash proceeds of the sale of such fractional share instead.

        Huntsman stockholder approval of the distribution is not required, nor are you required to take any action to receive your shares of Venator Class B common stock.

        Immediately following the spin-off, you will own common stock in Huntsman and Class B common stock in Venator. Huntsman's common stock will continue to trade on the New York Stock Exchange under the symbol "HUN." Venator's Class B common stock will trade on the New York Stock Exchange under the symbol "VNTR."

        The spin-off is conditioned on Huntsman's receipt of an opinion from its tax advisor that Huntsman's pro rata distribution of all outstanding Venator Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of Internal Revenue Code of 1986, as amended (the "Code") and that certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code. Tax advisor's opinion will, in part, be based upon a private letter ruling received from the U.S. Internal Revenue Service by Huntsman to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of sections 361(c)(1) and 361(c)(3), and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction.

        However, any cash that you receive in lieu of fractional shares generally will be taxable to you. You should consult your own tax advisor as to the particular tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws. The spin-off is also subject to other conditions, as described in the enclosed information statement.


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        The enclosed information statement, which is being mailed to all Huntsman stockholders, describes the spin-off in detail and contains important information about Venator, including its financial statements. We urge you to read this information statement carefully.

        I want to thank you for your continued support of Huntsman. We look forward to your support of Venator in the future.

Yours sincerely,

Peter R. Huntsman
President and Chief Executive Officer
Huntsman Corporation


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LOGO

Dear Venator Materials Corporation Stockholder:

        It is our pleasure to welcome you as a stockholder of our company, Venator Materials Corporation. 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.

        As a separate, publicly-traded company, we believe we can more effectively focus on our objectives and satisfy the capital needs of our company, and thus bring more value to you as a stockholder.

        Upon completion of our spin-off from Huntsman Corporation, our Class B common stock will trade on the New York Stock Exchange under the ticker symbol "VNTR."

        We invite you to learn more about Venator by reviewing the enclosed information statement. We look forward to our future as a separate, publicly-traded company and to your support as our stockholder.

Very truly yours,

Simon Turner
President and Chief Executive Officer
Venator Materials Corporation


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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

PRELIMINARY INFORMATION STATEMENT
(Subject to Completion, Dated May 10, 2017)

LOGO

INFORMATION STATEMENT

Venator Materials Corporation

Class B Common Stock

(par value $0.01 per share)

         This information statement is being sent to you in connection with the separation of Venator Materials Corporation ("Venator") from Huntsman Corporation ("Huntsman"), following which Venator will be a separate, publicly traded company. We have named the company Venator Materials Corporation. After the spin-off, Venator will have outstanding two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be the same, other than with regard to voting. Each share of Class A common stock is entitled to                    votes. Each share of Class B common stock is entitled to                    votes. As part of the separation, Huntsman will distribute all of the outstanding shares of Venator Class B common stock on a pro rata basis to the holders of Huntsman's common stock. Following the distribution, (i) the holders of Venator's Class B common stock will hold 60% of all of our outstanding common stock and 80.1% of the voting power of all of our common stock outstanding and (ii) Huntsman (through one or more of its subsidiaries) will retain all of our Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all of our outstanding common stock. We refer to the pro rata distribution of our Class B common stock as the "distribution" and we refer to the separation, including the restructuring transactions (which will precede the separation) and the distribution, as the "spin-off." We expect that the spin-off will be tax-free to Huntsman stockholders for United States ("U.S.") federal income tax purposes, except to the extent of cash received in lieu of fractional shares. Each Huntsman stockholder will receive                    shares of Venator Class B common stock for each share of Huntsman common stock held as of the close of business on                    , the record date for the distribution. The distribution of shares will be made in book-entry form, which means that no physical share certificates will be issued. Huntsman will not distribute any fractional shares of Venator Class B common stock. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive a fractional share in the spin-off. See "The Spin-Off—Treatment of Fractional Shares." As discussed under "The Spin-Off—Trading Prior to the Distribution Date," if you sell your Huntsman common stock in the "regular-way" market after the record date and before the distribution date, you also will be selling your right to receive shares of Venator Class B common stock in connection with the spin-off. If you sell your Huntsman common stock in the "ex-distribution" market after the record date and before the distribution date, you will still receive shares of our Class B common stock in the spin-off. The distribution will be effective as of 12:01 a.m., Eastern Time, on                        . Immediately after the distribution becomes effective, Venator will be a separate, publicly traded company.

         No vote or further action of Huntsman stockholders is required in connection with the spin-off. We are not asking you for a proxy. Huntsman stockholders will not be required to pay any consideration for the shares of Venator Class B common stock they receive in the spin-off, and they will not be required to surrender or exchange shares of their Huntsman common stock or take any other action in connection with the spin-off.

         All of the outstanding shares of Venator's common stock are currently owned by Huntsman. Accordingly, there currently is no public trading market for Venator common stock. We expect, however, that a limited trading market for Venator Class B common stock, commonly known as a "when-issued" trading market, will develop on or shortly before the record date for the distribution, and we expect "regular-way" trading of Venator Class B common stock will begin the first trading day after the distribution date. Venator Class B common stock will trade on the New York Stock Exchange (the "NYSE") under the ticker symbol "VNTR."

         In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 28 of this information statement.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

         This information statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this information statement is                        .

This information statement, or a Notice of Internet Availability of Information Statement Materials, was first mailed to Huntsman stockholders on or about                        .


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        This information statement is being furnished solely to provide information to Huntsman stockholders who will receive shares of Class B common stock of Venator in connection with the spin-off. It is not provided as an inducement or encouragement to buy or sell any securities. You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information contained in this information statement, unless we are required by applicable securities laws to do so.


TRADEMARKS AND TRADE NAMES

        We own or have rights to various trademarks, service marks and trade names in connection with the operation of our business. This information statement may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, any relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this information statement may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.


INDUSTRY AND MARKET DATA

        The market data and certain other statistical information used in this information statement includes industry data and forecasts that are based on independent industry publications such as (i) TiO2 Pigment Price Forecast to 2020 Q2/Q3/Q4 2017 and Q1 2017, (ii) TiO2 Pigment Supply/Demand Q2/Q3/Q4 2016, (iii) Global TiO2 Pigment Producers—Comparative Cost & Profitability Study 2016, (iv) Feedstock Price Forecast Q3/Q4 2017 and Q1 2017 and (v) TiO2 Market Insight, February 2017, each published by TZ

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Mineral International Pty Ltd., as well as government publications and other published independent sources. Some data is also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, we have not independently verified such third-party information nor have we ascertained the underlying economic assumptions relied upon in those sources. The industry in which we operate is subject to a high degree of uncertainty and risks and such data and risks are subject to change, including those discussed under "Risk Factors" and "Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in these publications.

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SUMMARY

        This summary highlights information contained in this information statement and provides an overview of our company, our separation from Huntsman and the distribution of our Class B common stock by Huntsman to its stockholders. You should read this entire information statement carefully, including the risks discussed under "Risk Factors," our audited and unaudited historical combined financial statements and the notes thereto and our unaudited pro forma condensed combined financial statements and the notes thereto included elsewhere in this information statement. Some of the statements in this summary constitute forward-looking statements. See "Forward-Looking Statements."

        Except when the context otherwise requires or where otherwise indicated, (1) all references to "Venator," the "Company," "we," "us" and "our" refer to Venator Materials Corporation and its subsidiaries, or, as the context requires, the Pigments & Additives business of Huntsman, (2) all references to "Huntsman" refer to Huntsman Corporation, our ultimate parent company prior to the spin-off, and its subsidiaries, other than us, (3) all references to the "Titanium Dioxide" segment or business refer to the TiO2 business of the Pigments & Additives segment of Huntsman and the related operations and assets, liabilities, and obligations, which we will assume in connection with the spin-off, (4) all references to the "Performance Additives" segment or business refer to the functional additives, color pigments, timber treatment and water treatment businesses of the Pigments & Additives segment of Huntsman and the related operations and assets, liabilities and obligations, which we will assume in connection with the spin-off, (5) all references to "other businesses" refer to certain other businesses that Huntsman will retain following the spin-off and that are included in our historical combined financial statements in "corporate and other" and (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.

Overview

        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 pigments and additives 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 titanium dioxide ("TiO2"), color pigments, functional additives, timber treatment and water treatment products. We operate 27 facilities, employ approximately 4,500 associates worldwide and sell our products in more than 110 countries. For the twelve months ended March 31, 2017, we had total pro forma revenues of $2,136 million.

        We operate in a variety of end markets, including industrial and architectural coatings, construction materials, plastics, paper, printing inks, pharmaceuticals, food, cosmetics, fibers and films and personal care. Within these end markets, our products serve more than 8,500 customers globally. Our production capabilities allow us to manufacture a broad range of functional TiO2 products as well as specialty TiO2 products that provide critical performance for our customers and sell at a premium for certain end-use applications. We are a leading global manufacturer of color pigments and functional additives products and a leading North American producer of timber treatment products. These products provide essential properties for our customers' end-use applications by enhancing the color and appearance of construction materials and delivering performance benefits in other applications such as corrosion and fade resistance, water repellence and flame suppression. We believe that our global footprint and broad product offerings differentiate us from our competitors and allow us to better meet our customers' needs.

        Our Titanium Dioxide and Performance Additives segments have been transformed in recent years and we have established ourselves as a market leader in each of the industries in which we operate. We invested $1.3 billion in our Titanium Dioxide and Performance Additives segments from January 1, 2014 to

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March 31, 2017 on acquisitions, restructuring and integration. We have recently identified plans for additional business improvements in our Titanium Dioxide and Performance Additives businesses, which are expected to be completed by the end of 2018. If successfully implemented, we expect these plans to result in increased adjusted EBITDA from general cost reductions, volume growth (primarily via the launch of new products) and further optimization of our manufacturing network including the closure of certain facilities. As a result of these efforts, we believe we are well-positioned to capitalize on a continued market recovery and related growth opportunities.

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        The table below summarizes the key products, end markets and applications, representative customers, revenues and sales information by segment:

GRAPHIC

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Our Business

        We manufacture TiO2, functional additives, color pigments, timber treatment and water treatment products. Our broad product range, coupled with our ability to develop and supply specialized products into technically exacting end-use applications, has positioned us as a leader in the markets we serve. In 2014, Huntsman acquired the performance additives and TiO2 businesses of Rockwood Holdings, Inc. ("Rockwood"), broadening our specialty TiO2 product offerings and adding significant scale and capacity to our TiO2 facilities. The Rockwood acquisition positioned us as a leader in the specialty and differentiated TiO2 industry segments, which includes products that sell at a premium and have more stable margins. The Rockwood acquisition also provided us with complementary functional additives, color pigments, timber treatment and water treatment businesses. We have 27 manufacturing facilities operating in 10 countries with a total nameplate production capacity of approximately 1.3 million metric tons per year. We operate eight TiO2 manufacturing facilities in Europe, North America and Asia and 19 color pigments, functional additives, water treatment and timber treatment manufacturing and processing facilities in Europe, North America, Asia and Australia. For the twelve months ended March 31, 2017, our pro forma revenues (excluding businesses retained by Huntsman) were $2,136 million. We believe recovery in TiO2 margins to historic normalized levels would result in a substantial increase in our profitability and cash flow.

    Titanium Dioxide Segment

        TiO2 is derived from titanium bearing ores and is a white inert pigment that provides whiteness, opacity and brightness to thousands of everyday items, including coatings, plastics, paper, printing inks, fibers, food and personal care products. We are one of the six major producers of TiO2 that collectively account for approximately 60% of global TiO2 production capacity according to TZ Mineral International Pty Ltd. ("TZMI"), an independent consulting company that reports market data for the chemicals sector. Producers of the remaining 40% are primarily single-plant producers that focus on regional sales. We are among the three largest global TiO2 producers, with nameplate production capacity of approximately 782,000 metric tons per year, accounting for approximately 11% of global TiO2 production capacity. We are able to manufacture a broad range of TiO2 products from functional to specialty. Our specialty products generally sell at a premium into specialized applications such as fibers, catalysts, food, pharmaceuticals and cosmetics. Our production capabilities are distinguished from some of our competitors because of our ability to manufacture TiO2 using both sulfate and chloride manufacturing processes, which gives us the flexibility to tailor our products to meet our customers' needs. By operating both sulfate and chloride processes, we also have the ability to use a wide range of titanium feedstocks, which enhances the competitiveness of our manufacturing operations, by providing flexibility in the selection of raw materials. This helps insulate us from price fluctuations for any particular feedstock and allows us to manage our raw material costs.

    Performance Additives Segment

        Functional Additives.    Functional additives are barium and zinc based inorganic chemicals used to make colors more brilliant, coatings shine, plastic more stable and protect products from fading. We believe we are the leading global manufacturer of zinc and barium functional additives. The demand dynamics of functional additives are closely aligned with those of functional TiO2 given the overlap in applications served, including coatings, plastics and pharmaceuticals.

        Color Pigments.    We are a leading global producer of colored inorganic pigments for the construction, coating, plastics and specialty markets. We are one of three global leaders in the manufacture and processing of liquid, powder and granulated forms of iron oxide color pigments. We also sell natural and synthetic inorganic pigments and metal carboxylate driers. The cost effectiveness, weather resistance, chemical and thermal stability and coloring strength of iron oxide make it an ideal colorant for construction materials, such as concrete, brick and roof tile, and for coatings and plastics. We produce a

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wide range of color pigments and are the world's second largest manufacturer of technical grade ultramarine blue pigments, which have a unique blue shade and are widely used to correct colors, giving them a desirable clean, blue undertone. These attributes have resulted in ultramarine blue being used world-wide for polymeric applications such as construction plastics, food packaging, automotive polymers, consumer plastics, coatings and cosmetics.

        Timber Treatment and Water Treatment.    We manufacture wood protection chemicals used primarily in residential and commercial applications to prolong the service life of wood through protection from decay and fungal or insect attack. Wood that has been treated with our products is sold to consumers through major branded retail outlets. We also manufacture water treatment chemicals that are used to improve water purity in industrial, commercial and municipal applications. Our key markets for water treatment chemicals are municipal and industrial waste water treatment and the paper industry.

Industry Overview and Market Outlook

        Global TiO2 sales in 2016 exceeded 6.0 million metric tons, generating approximately $12.6 billion in industry-wide revenues according to TZMI. The global TiO2 market is highly competitive, and competition is based primarily on product price, quality and technical service. We face competition from producers using the chloride process as well as those using the sulfate process. Due to the ease of transporting TiO2, there is also competition between producers with facilities in different geographies. Over the last decade, there has been substantial growth in TiO2 demand in emerging economies, notably Asia. The growing demand in Asia has consumed the majority of Chinese production. We operate primarily in markets where our product quality and service are valued or preferred by our customers and differentiate us from Chinese TiO2 competitors. Cost advantages are typically driven by the scale of the plant, type of feedstock, source of energy and cost of local labor. We are generally able to reduce production costs by finding innovative solutions to convert the by-products arising from our sulfate process into value-adding co-products. Today, approximately 60% of all by-products of our sulfate processes are sold as co-products, and we are one of the largest producers of sulfate co-products in the world, including gypsum, copperas and other iron salts. The profitability of a plant is not solely related to its cost structure, but also importantly to its slate of manufactured products. We believe our differentiated and specialty products, along with our ability to profitably commercialize the associated co-products, enhance our plants' overall efficiency and resulting profitability. With our competitive cost structure, and our slate of differentiated and specialty products, we believe we are well positioned to compete in a cyclical market.

        The primary raw materials that are used to produce TiO2 are various types of titanium feedstock, which include ilmenite, rutile, titanium slag (chloride slag and sulfate slag) and synthetic rutile. According to TZMI, the world market for titanium-bearing ores has a diverse range of suppliers with the four largest accounting for approximately 40% of global supply. The majority of the titanium-bearing ores market is transacted on short-term contracts, or longer-term volume contracts with market-based pricing re-negotiated several times per year. This form of market-based ore contract provides flexibility and responsiveness in terms of pricing and quantity obligations.

        Historically, the market for large volume TiO2 applications, including coatings, paper and plastics, has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of lower capacity utilization, resulting in declining prices and margins. The volatility this market experiences occurs as a result of significant changes in the demand for products as a consequence of global economic activity and changes in customers' requirements. The supply-demand balance is also impacted by capacity additions or reductions that result in changes of utilization rates. In addition, TiO2 margins are impacted by significant changes in major input costs such as energy and feedstock.

        Profitability for TiO2 reached a peak in 2011, with significantly higher demand, prices and margins. Following the peak, utilization rates dropped in 2012 as demand fell due to weaker economic conditions, industry de-stocking and the addition of new TiO2 capacity. There was an associated decline in prices and

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margins. Over the following three years, demand recovered slowly; however, this modest demand improvement did not result in any significant increase in operating rates, and TiO2 prices consequently declined throughout the period. After reaching a trough in the first quarter of 2016, supply/demand fundamentals began improving in 2016 primarily due to strong global demand growth and some capacity rationalizations. Though the TiO2 market has shown signs of recovery, prices and margins remain below normalized historical levels. With the expectation of global capacity utilization rate improvements and further price increases, TiO2 margins are expected to increase to more historically normalized values. With approximately 70% of our revenue during the twelve months ended March 31, 2017 being derived from TiO2 sales, we believe recovery in TiO2 margins to historic normalized levels should result in increased profitability and cash flow generation.

        We estimate that the global demand for iron oxide pigments was approximately 1.3 million metric tons per year for 2016. Approximately 45% of this demand was generated from Asia, with Europe representing approximately 23% of demand and North America representing approximately 21% of demand. The construction industry consumes approximately 45% of colored iron oxide pigments, where the products are used for the coloring of manufactured concrete products such as paving tiles and precast roof tiles as well as for coloring cast in place concrete such as ready-mix, stucco and mortar. Industrial and architectural coatings represent the second largest segment for iron oxides (approximately 30% of total demand), where these pigments bring color, opacity and fade resistance to a variety of solvent and water-borne coating systems. Growth in the demand for iron oxide pigments is therefore closely linked to demand in the construction and coatings industries.

        More than 90% of functional additives are sold into coatings, plastics and pharmaceuticals end markets. The demand dynamics for functional additives are therefore similar to those of TiO2. Over the last five years, there has been strong growth in demand for functional additives in specific applications such as white BOPET films. Final applications of these films include flat panel displays for televisions, labels and medical diagnostic devices. The demand for ultramarine blue pigments is primarily driven by the plastics industry, with approximately two-thirds of all ultramarine pigments used as colorants in polymeric materials such as packaging, automotive components and consumer plastics.

Our Competitive Strengths

        We are committed to continued value creation for our customers and stockholders by focusing on our competitive strengths, including the following:

Well-Positioned to Capitalize on TiO2 Market Recovery and Growth Opportunities

        We believe that our Titanium Dioxide segment is well-positioned to take advantage of an improvement in the TiO2 industry cycle. TZMI estimates that global TiO2 demand grew by approximately 8.5% in 2016 while production capacity grew by approximately 1%, creating an environment favorable for TiO2 price increases. We successfully negotiated four consecutive quarterly TiO2 price increases which took effect beginning in the second quarter of 2016. TZMI estimates that the market price of global high quality TiO2 will grow by more than $500 per metric ton, the equivalent of more than 20%, from December 31, 2016 through the end of 2017. With approximately 782,000 metric tons of annual nameplate production capacity, we believe that we are well-positioned to capitalize on recovering TiO2 demand and prices. According to TZMI, most North American plants are currently running at full operating rates and long delivery lead times and in Europe, several plants are running at full operating rates. If prices continue to increase in and beyond 2017, and as capacity utilization increases globally, TiO2 margins are expected to increase to more historically normalized levels. Additionally, with specialty and differentiated products accounting for approximately half of our 2016 TiO2 sales, we believe we can benefit from our attractive market positioning throughout the cycle.

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Successful Implementation of Business Transformations

        We have a strong track record of successfully implementing business transformations and have been optimizing our Titanium Dioxide and Performance Additives segments for the past several years. We invested $1.3 billion from January 1, 2014 to March 31, 2017 on acquisitions, restructuring and integration. With these projects, we have positioned ourselves to take advantage of increased demand and product prices during the industry's recovery cycle. Specifically, our Rockwood acquisition and subsequent integration and restructuring provided us the ability to (i) target more specialty and differentiated end markets that yield higher and more stable margins and (ii) deliver more than $200 million of annual cost synergies in the year ended December 31, 2016 relative to the year ended December 31, 2014 pro forma for the acquisition of Rockwood. We believe our investment in restructuring and acquisitions has materially improved our competitive position and operational profile relative to our competitors, which has positioned us to capitalize on growth opportunities. We have recently identified plans for additional business improvements in our Titanium Dioxide and Performance Additives businesses, which are expected to be completed by the end of 2018.

Global Producer with Leading Market Positions

        We are a leading global producer in many of our key product lines. We are one of the six major producers of TiO2, and we are among the three largest TiO2 producers, with nameplate production capacity of approximately 782,000 metric tons per year, accounting for approximately 11% of global TiO2 production capacity. We believe we are the leader in the specialty TiO2 industry segment, which includes products that sell at a premium and have more stable margins. We believe we are the TiO2 market leader in the fibers and films, cosmetics and food end markets, and are at the forefront of innovation in these applications, with an exciting pipeline of new products and developments that we believe will further enhance our competitive position. We have a leading position in differentiated markets, including performance plastics and printing inks, as well as in a variety of niche market segments where innovation and specialization are high. We believe the differentiation of our products allows us to generate greater growth prospects and stronger customer relationships.

        We believe we are the leading global manufacturer of zinc and barium functional additives, including the only producer of zinc sulfide and the largest global supplier of synthetic barium sulfate, with nameplate capacity to produce 100,000 metric tons of functional additives per year. We are a leading global producer of colored inorganic pigments for the construction materials, coating, plastics and specialty markets. We are one of three global leaders in the manufacture and processing of liquid, powder and granulated forms of iron oxide color pigments, producing approximately 95,000 metric tons per year. We also sell natural and synthetic inorganic pigments and metal carboxylate driers, and are the world's second largest manufacturer of technical grade ultramarine blue pigments.

High Degree of Diversification Across End Markets, Geographies and Customers

        We operate a highly diversified, global business serving a variety of end markets, which provides us with the balance to help withstand weakness in any particular market segment. We have total nameplate production capacity of approximately 1.3 million metric tons per year through 27 manufacturing facilities operating in 10 countries around the world, which allows us to service the needs of both local and global customers. We have exposure to more than 10 end markets, including architectural coatings, industrial coatings, construction materials, plastics, paper, printing inks, fibers and films, pharmaceuticals, food, cosmetics, wood protection and water purification.

        While our customers include some of the most recognizable names in their respective industries, during the year ended December 31, 2016, no single customer accounted for more than 10% of our Titanium Dioxide segment revenues or more than 10% of our Performance Additives segment revenues.

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We have exposure to both emerging and mature markets, and we believe our geographic mix positions us to take advantage of significant growth opportunities while maintaining a steady stream of cash flows.

Broad Manufacturing Network Enhances Relationships with Global Customers

        We maintain a global manufacturing and distribution network that enables us to serve customers worldwide in a timely and efficient manner. Our Titanium Dioxide segment operates eight TiO2 manufacturing facilities in Europe, North America and Asia and our Performance Additives segment operates 19 color pigments, functional additives, water treatment and timber treatment manufacturing and processing facilities in Europe, North America, Asia and Australia. The location of our facilities allows us to be closer to our customers, which enables us to service our customers with greater speed, while reducing tariffs and transportation costs and maximizing our cost competitiveness. Approximately 85% of our TiO2 sales are made directly to customers through our own global sales and technical services network, enabling us to work directly with our customers.

Product Innovation and Technical Services to Grow Our Business

        We maintain a vibrant pipeline of new product developments that are closely aligned with the needs of our customers. Approximately 7% of our 2016 revenues generated by TiO2 originate from products launched in the last five years. In the specialty markets, which have demanding requirements, more than 20% of our revenues are generated from products commercialized in the last five years. We believe that our technical expertise and knowledge of our customers' applications is a source of significant competitive advantage, particularly in specialty applications. We also believe that our business is recognized by customers as the leading innovator in many applications. Our innovations pipeline is focused on differentiated and more specialized product offerings for printing inks, industrial coatings, performance plastics, cosmetics, food and fibers. Although TiO2 is primarily known for its opacifying properties, our expertise has also enabled us to unlock additional functionality from the TiO2 crystal and our teams are at the leading edge of innovations in UV absorption technology, solar reflectance and catalytic applications. As an example, our UV technology is critical to the development of sunscreens, and our catalyst technology has enabled us to produce TiO2 particles that strip pollutants from exhaust gases and help to remove nitrogen and sulfur contaminants from refinery process streams.

Strong Management Team Driving Results

        We have a strong executive management team that combines deep industry experience with proven leadership. Simon Turner, our President and Chief Executive Officer, previously served as President of the Pigments & Additives segment of Huntsman. He has been employed in the Pigments division for 27 years and his wealth of experience brings an immediate, demonstrated track record of success to Venator. Mr. Turner led the successful transformation of our business during the industry's recovery cycle and the successful integration of our Rockwood acquisition, providing us the ability to (i) target more specialty and differentiated end markets that yield higher and more stable margins and (ii) deliver more than $200 million of annual cost synergies in the year ended December 31, 2016 relative to the year ended December 31, 2014 pro forma for the acquisition of Rockwood.

        Kurt Ogden, our Senior Vice President and Chief Financial Officer, previously served as Huntsman's Vice President, Investor Relations and Finance, and Russ Stolle, our Senior Vice President, General Counsel and Chief Compliance Officer, previously served as Huntsman's Senior Vice President and Deputy General Counsel. Together, they bring more than 45 years of experience in the chemicals industry, strong relationships with financial market participants and a history of success as part of Huntsman's senior management team.

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Our Business Strategies

        We intend to leverage our strengths to accelerate growth and improve profitability by implementing the following strategies:

Focus on Cash Flow Generation and Solid Balance Sheet

        We intend to focus on cash flow generation by optimizing our cost structure, working capital and capital allocation, including capital expenditures.

        We invested $1.3 billion from January 1, 2014 to March 31, 2017 on acquisitions, restructuring and integration. These restructuring and integration initiatives were substantially completed by the end of 2016. We believe we are now well positioned to reap the benefits of these initiatives. In addition, we have recently identified plans for business improvements in our Titanium Dioxide and Performance Additives businesses, which are expected to be completed by the end of 2018. If successfully implemented, we expect these plans to result in increased adjusted EBITDA from general cost reductions, volume growth (primarily via the launch of new products) and further optimization of our manufacturing network including the closure of certain facilities.

        We intend to continue to focus on managing fixed costs, increasing productivity and optimizing our manufacturing footprint in each of our segments. We expect that we will have a moderate amount of leverage as of the distribution date and will not assume any environmental or legal liabilities from Huntsman which are not directly related to our Titanium Dioxide and Performance Additives businesses. If the TiO2 industry cycle continues to improve and we succeed in realizing our identified business improvements, we expect to generate higher EBITDA and cash flow and improve our leverage ratios and strengthen our balance sheet.

Continue to Drive Operational Excellence and Efficiency Using Innovative and Sustainable Practices

        We intend to pursue profitable growth for our stockholders and operational excellence and efficiency for our customers while continuing our commitment to safety, sustainability and innovation. We plan to continue to improve our operational efficiency by moderating our capacity and managing our cash and working capital demands. We have effectively restructured our facilities to adapt to market dynamics and maximize asset efficiency, closed plants as necessary to adjust for changing demand and expanded into new geographies when growth opportunities arose. We continue to exceed industry standards for sustainable practices and are committed to continuing our focus on environmentally conscious efforts, which is critical to our future success and vision.

        In our Titanium Dioxide segment, we have developed an asset portfolio that we believe positions us as the leading differentiated TiO2 producer in the world, with the ability to flexibly meet customers' demands for both sulfate and chloride TiO2. This has allowed us to reduce our exposure to more commoditized TiO2 applications, while growing our position in the higher value differentiated applications where there is a greater need for technical expertise and client service. We have positioned ourselves to benefit from a return to normalized demand and prices, and we intend to continue to evaluate industry dynamics to ensure that our strategic position remains flexible and adaptable. We believe our specialty business is three times larger than that of our next closest competitor.

        In our Performance Additives segment, we have reviewed and rationalized our asset and product portfolio to position us as a competitive, high quality additives supplier into construction materials, coatings and plastics end-use applications. We continue to optimize our global manufacturing network to reduce operational costs and improve service. We have strong positions in barium and zinc products, ultramarine blue, iron oxides and timber treatment. Our customers value our ability to tailor colors and products to meet their exacting specifications.

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        Through the restructuring and integration of the Rockwood businesses, including work force reductions, variable and fixed cost optimization and facility closures, we have delivered more than $200 million of annual cost synergies in the year ended December 31, 2016 relative to the year ended December 31, 2014 pro forma for the acquisition of Rockwood and we will continue to seek opportunities to further optimize our business.

Leverage Leadership and Innovation to Drive Growth

        We plan to leverage management's experience in prior business optimization, restructuring and integration to continue creating leaner business segments to effectively manage costs and drive profitability. We have experienced success in recent cost management programs and plan to continue careful oversight of our cost structure and revenue selections in order to further growth.

        We continue to focus on using our industry leading technology, innovation and sustainability practices to develop differentiated cutting edge products that meet the needs of our global customers.

        In addition, we benefit from our technical expertise and our ability to provide end-to-end solutions to our customers. We provide our customers with a range of support that includes guidance on the selection of the appropriate products, advice on regulatory aspects and recommendations on the testing of products in final applications. We plan to continue to leverage our technical expertise and knowledge in order to provide an optimal customer platform that is conducive to future growth.

Other Information

        On October 19, 2016 we were incorporated under the laws of the State of Delaware. Our principal executive offices are located at 10001 Woodloch Forest Drive, The Woodlands, Texas 77380. Our telephone number is (281) 719-6000. Our website address is www.venatorcorp.com, and it will be completed and become fully functional in connection with the completion of the spin-off. Information contained on our website is not incorporated by reference into this information statement or the registration statement on Form 10 of which this information statement is a part, and you should not consider information on our website as part of this information statement or such registration statement on Form 10.

The Spin-Off

        On September 7, 2016, Huntsman's board of directors authorized management to pursue the spin-off of its Pigments & Additives segment into a separate, publicly traded company. Following the distribution, (i) the holders of Venator's Class B common stock will hold 60% of all of our outstanding common stock and 80.1% of the voting power of all our outstanding common stock and (ii) Huntsman will retain all Venator's Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all our outstanding common stock.

        Before our separation from Huntsman, we and Huntsman will enter into a Separation and Distribution Agreement and ancillary agreements to effect the spin-off. These agreements will provide for the allocation between us and Huntsman of Huntsman's assets, liabilities and obligations, and we will generally be allocated those assets, liabilities and obligations relating to the Titanium Dioxide and Performance Additives business. The agreement is expected to include provisions to address the impact, if any, of Huntsman's pending lawsuit against Rockwood, which is described in further detail in "Arrangements Between Huntsman and Our Company—Separation and Distribution Agreement" and the insurance proceeds and reconstruction costs relating to the January 2017 Pori facility fire, which is described in further detail in "Risk Factors—Risks Related to Our Business." These agreements will also govern certain interactions between us and Huntsman after the separation (including with respect to employee matters and tax matters). We and Huntsman will also enter into a Transition Services Agreement which will provide for, among other matters, assistance to us or Huntsman as needed after the spin-off and a Master Lease Agreement, pursuant to which we will agree to terms with Huntsman regarding leasing

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space at certain shared facilities. We and Huntsman will also enter a Stockholder's and Registration Rights Agreement, pursuant to which we will agree, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our common stock retained by Huntsman and to list the Class A common stock on the NYSE and Huntsman will grant us a proxy to vote all of our Class A common stock immediately after the distribution in proportion to the votes cast by our Class B common stockholders as long as Huntsman owns the Class A shares. For more information regarding these agreements, see "Arrangements Between Huntsman and Our Company" and the historical and pro forma financial statements and the notes thereto included elsewhere in this information statement. The terms of these agreements may be more or less favorable to us than if they had been negotiated with unaffiliated third parties. See "Risk Factors—Risks Related to the Spin-Off." Our entry into the Separation and Distribution Agreement and the ancillary agreements, the internal reorganization, the amendment and restatement of our certificate of incorporation and bylaws and other related transactions are collectively referred to as our "restructuring transactions" throughout this information statement.

    Reasons for the Spin-Off

        The spin-off is expected to provide each company with a number of material opportunities and benefits, including the following:

    creating two separate businesses that will be industry leaders in their respective areas of operations;

    enhancing the ability of each company to focus on their respective businesses and unique opportunities for long-term growth and profitability and to allocate capital and corporate resources in a manner that focuses on achieving each company's own strategic priorities;

    providing each company with increased flexibility to pursue strategic alternatives, including acquisitions, without having to consider the potential impact on the businesses of the other company, including funding such acquisitions using their respective common equity;

    creating two separate capital structures that will afford each company direct access to the debt and equity capital markets to fund their respective growth strategies and to establish an appropriate capital structure for their business needs;

    improving each company's ability to attract and retain individuals with the appropriate skill sets as well as to better align compensation and incentives, including equity compensation, with the performance of these different businesses; and

    allowing investors to evaluate the separate investment identities of each company, including the distinct merits, performance and future prospects of their respective businesses.

        The distribution is subject to the satisfaction or waiver, in the sole discretion of Huntsman, of certain conditions. In addition, Huntsman has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Huntsman determines, in its sole discretion, that the spin-off is not in the best interests of Huntsman or its stockholders or market conditions do not warrant completing the separation at that time. See "The Spin-Off—Conditions to the Spin-Off."

Questions and Answers About the Spin-Off

        The following provides answers only to certain key questions we expect you may have regarding the spin-off. For a more detailed description of the terms of the spin-off, see "The Spin-Off."

Q:
What is the spin-off?

A:
In this information statement, when we refer to the "spin-off," we are referring to the separation of Huntsman's Pigments & Additives segment from the remaining business of Huntsman through a series of transactions, including the restructuring transactions, that will result in the Titanium Dioxide

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    and Performance Additives business being owned by us, and Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders. Following the distribution, the holders of our Class B common stock will hold 60% of all of our outstanding common stock and 80.1% of the voting power of all of our outstanding common stock. The number of shares of Huntsman common stock you own will not change as a result of the spin-off. Your proportionate direct economic interest in us, however, will be lower than your proportionate direct interest in Huntsman, due to the fact that Huntsman will retain all of our Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all of our outstanding common stock (the "Retained Securities").

Q:
What will I receive in the spin-off?

A:
As a holder of Huntsman stock, you will retain your Huntsman shares and will receive            shares of Venator Class B common stock for each share of Huntsman common stock you hold as of the record date. Your proportionate interest in Huntsman will not change as a result of the spin-off.

Q:
What is Venator?

A:
Venator is currently a wholly-owned subsidiary of Huntsman whose Class B common stock will be distributed to Huntsman stockholders if the spin-off is completed. After the spin-off is completed, Venator will be a separate, publicly traded company and will own and operate the Titanium Dioxide and Performance Additives business. Venator will have outstanding two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock will be the same, other than with regard to voting. Each share of Class A common stock is entitled to            votes. Each share of Class B common stock is entitled to             votes.

Q:
When is the record date for the distribution, and when will the distribution occur?

A:
The record date for determining Huntsman stockholders entitled to receive shares of our Class B common stock in the distribution will be the close of business of the NYSE on            . The distribution will occur on            .

Q:
What are the reasons for and benefits of separating from Huntsman?

A:
Our separation from Huntsman and the distribution of our Class B common stock will provide you with equity investments in two separate companies that are intended to be leaders in their respective areas of operations. The spin-off will enable each company to pursue strategies tailored to the needs of their businesses. For a more detailed discussion of the reasons for and benefits of the spin-off, see "The Spin-Off—Reasons for the Spin-Off."

Q:
What are the risks associated with the spin-off?

A:
There are a number of risks associated with the spin-off and resultant ownership of our common stock. These risks are discussed under "Risk Factors" beginning on page 28.

Q:
Why is the separation of Venator structured as a spin-off as opposed to a sale?

A:
Huntsman believes that a tax-free distribution of our Class B common stock is an efficient way to separate us from Huntsman in a manner that will improve flexibility, benefit both Huntsman and Venator and create long-term value for stockholders of both Huntsman and Venator.

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Q:
What is being distributed in the spin-off?

A:
Upon completion of the spin-off, we estimate that we will have an aggregate of approximately             million shares of Class A common stock outstanding and             million shares of Class B common stock outstanding based on approximately             million shares of Huntsman common stock outstanding as of             , 2017, assuming that Huntsman distributes to its stockholders all of our Class B common stock (representing 60% of all of our common stock and 80.1% of the voting power of all of our common stock) and that each Huntsman stockholder will receive            shares of Class B common stock for each share of Huntsman common stock. All of our outstanding Class A common stock (representing 40% of all of our common stock and 19.9% of the voting power of all of our common stock) will be retained and held by Huntsman. The actual number of shares of our Class B common stock to be distributed to stockholders of Huntsman and Class A common stock retained by Huntsman will be calculated on            , the record date. For more information on the shares being distributed in the spin-off, see "Description of Capital Stock—Common Stock."

Q:
What will the relationship be between Huntsman and Venator after the spin-off?

A:
Following the spin-off, Venator will be a separate, publicly traded company, and Huntsman will hold the Retained Securities for a maximum of five years. In connection with the spin-off, we will enter into a Separation and Distribution Agreement and ancillary agreements with Huntsman for the purpose of allocating between us and Huntsman various assets, liabilities and obligations relating to the Titanium Dioxide and Performance Additives business of Huntsman. These agreements will also provide arrangements for employee matters, tax matters and some other liabilities and obligations attributable to periods before and, in some cases, after the spin-off. These agreements will also include arrangements with respect to transition services, leased space at shared facilities and registration rights for certain securities. Huntsman will determine the principal terms of these agreements and the allocation between us and Huntsman of Huntsman's assets, liabilities and obligations, with the assets, liabilities and obligations relating to the Titanium Dioxide and Performance Additives business generally allocated to us.

Q:
What will Huntsman do with the Retained Securities?

A:
Huntsman will dispose of the Retained Securities within five years after the spin-off. Pursuant to an Internal Revenue Service ("IRS") private letter ruling received by Huntsman, under certain circumstances Huntsman may dispose of some or all of the Retained Securities in a tax-advantaged manner by distributing such shares of Class A common stock within 12 months after the spin-off to its creditors in payment of outstanding third-party debt. If market conditions and sound business judgment permit, Huntsman intends to engage in such exchanges. To the extent Huntsman does not exchange the Retained Securities for third-party debt, Huntsman will sell the Retained Securities. Huntsman anticipates that the proceeds of such sales will be used to repay third-party debt.

Q:
How will equity-based and other long-term incentive compensation awards held by Huntsman employees be affected as a result of the spin-off?

A:
The treatment of outstanding Huntsman equity-based and other long-term incentive compensation awards has not been finally determined, and we will include information regarding the treatment in an amendment to this information statement. For more information on Huntsman's current anticipated treatment of equity-based and other long-term incentive compensation awards that may be held by our named executive officers as of the spin-off, see "The Spin-Off—Treatment of Long-Term Incentive Awards for Current and Former Employees."

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Q:
What do I have to do to participate in the spin-off?

A:
You are not required to take any action, although we urge you to read this entire document carefully. No Huntsman stockholder approval of the spin-off is required and none is being sought. You are not being asked for a proxy. No action is required on your part to receive your shares of Class B common stock. You will neither be required to pay anything for shares of Class B common stock nor to surrender any shares of Huntsman common stock to participate in the spin-off.

Q:
How will fractional shares be treated in the spin-off?

A:
Fractional shares of Class B common stock will not be distributed. Fractional shares of Class B common stock to which Huntsman stockholders of record would otherwise be entitled will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of the sales will be distributed ratably to those stockholders who would otherwise have received fractional shares of Class B common stock. Proceeds from these sales will generally result in a taxable gain or loss to those stockholders. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to the stockholder's particular circumstances. The tax consequences of the distribution are described in more detail under "The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off."

Q:
What are the U.S. federal income tax consequences of the spin-off?

A:
The spin-off is conditioned on Huntsman receiving an opinion from its tax advisor that (i) Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code. See "The Spin-Off—Conditions to the Spin-Off." Tax advisor's opinion will, in part, be based upon an IRS private letter ruling received by Huntsman to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of Sections 361(c)(1) and 361(c)(3) of the Code, and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction. Assuming that the distribution will qualify as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code, for U.S. federal income tax purposes, except for gain realized on the receipt of cash paid in lieu of fractional shares, no gain or loss will be recognized by a Huntsman stockholder, and no amount generally will be included in such Huntsman stockholder's taxable income, as a result of the spin-off. You should, however, consult your own tax advisor as to the particular consequences of the spin-off to you. The U.S. federal income tax consequences of the distribution are described in more detail under "The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off."

Q:
Will our Class B common stock be listed on a stock exchange?

A:
Yes. Although there is currently no public market for our Class B common stock, our Class B common stock will trade on the NYSE under the symbol "VNTR."

It is anticipated that trading of our Class B common stock will commence on a "when-issued" basis on or shortly before the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. On the first trading day following the distribution date, any when-issued trading with respect to our Class B common stock will end and "regular-way" trading will begin. "Regular-way" trading refers to trading after a security has been issued and typically

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    involves a transaction that settles on the third full trading day following the date of the transaction. See "Trading Market."

Q:
Will my shares of Huntsman common stock continue to trade?

A:
Yes. Huntsman common stock will continue to be listed and traded on the NYSE under the symbol "HUN."

Q:
If I sell, on or before the distribution date, shares of Huntsman common stock that I held on the record date, am I still entitled to receive shares of Venator Class B common stock distributable with respect to the shares of Huntsman common stock I sold?

A:
Beginning on or shortly before the record date and continuing through the distribution date for the spin-off, Huntsman's common stock will begin to trade in two markets on the NYSE: a "regular-way" market and an "ex-distribution" market. If you are a holder of record of shares of Huntsman common stock as of the record date for the distribution and choose to sell those shares in the regular-way market after the record date for the distribution and before the distribution date, you also will be selling the right to receive shares of Class B common stock in connection with the spin-off. However, if you are a holder of record of shares of Huntsman common stock as of the record date for the distribution and choose to sell those shares in the ex-distribution market after the record date for the distribution and before the distribution date, you will still receive shares of Class B common stock in the spin-off.

Q:
Will the spin-off affect the market price of my Huntsman stock?

A:
Yes, the market price of shares of Huntsman common stock immediately following the distribution is expected to be lower than immediately prior to the distribution because of the dividend to Huntsman common stockholders in the form of our Class B common stock and the fact that the Huntsman common stock trading price will no longer reflect the value of the Titanium Dioxide and Performance Additives business of Huntsman, partially offset by the cash distribution we will pay to Huntsman, and the repayment of intercompany debt owed to Huntsman by us prior to completion of the spin-off. We cannot provide you with any assurance as to the price at which shares of Huntsman common stock will trade following the spin-off.

Q:
What indebtedness will Venator have following the spin-off?

A:
We intend to enter into new financing arrangements in anticipation of the spin-off. We expect to incur up to $         million in new debt, which may include the issuance of senior notes, term loans, borrowings under an asset-based lending facility or a revolving credit facility or a combination thereof. After we have entered into our new financing arrangements but prior to the completion of the spin-off, we intend to use the proceeds therefrom to make a cash distribution of $         million to Huntsman and to repay intercompany debt we owe to Huntsman. We expect that our asset-based lending facility or revolving credit facility will be available for our immediate working capital needs and for general corporate purposes, including issuance of letters of credit. See "Description of Material Indebtedness."

Following the spin-off, our debt obligations could restrict our business and may adversely impact our financial condition, results of operations or cash flows. In addition, our separation from Huntsman's other businesses may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us. Our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally. We will have $         million of indebtedness following the spin-off, a portion of which will be subject to variable interest rates. Higher levels of indebtedness may make us more vulnerable to economic downturns and may limit our ability to respond to market conditions, to

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    obtain additional financing or to refinance our debt. See "Risk Factors—Risks Related to the Spin-Off."

Q:
What will our dividend policy be after the spin-off?

A:
Immediately following the spin-off and for the foreseeable future, we do not expect to pay dividends. In addition, we expect that our debt agreements will place certain restrictions on our ability to pay cash dividends.

For more information, see "Dividend Policy."

Q:
What are the anti-takeover effects of the spin-off?

A:
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, among other things, could prevent or delay an acquisition of Venator. See "Risk Factors—Risks Related to Our Class B Common Stock—Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws could discourage a takeover attempt, which may reduce or eliminate the likelihood of a change of control transaction and, therefore, the ability of our stockholders to sell their shares for a premium." and "Description of Capital Stock—Anti-Takeover Effects of Provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware Law."

In addition, under the Tax Matters Agreement we will enter into with Huntsman in connection with the spin-off, we will agree to take certain actions and refrain from taking certain actions, including agreeing to refrain from entering into certain strategic and corporate transactions. The purpose of these covenants is to help ensure the tax-free status of the spin-off. These restrictions and our related tax indemnification obligations in the Tax Matters Agreement may have the effect, for a period of time following the spin-off, of making it more difficult and less desirable for us to enter into certain transactions, including those that may result in a change of control. See "Arrangements Between Huntsman and Our Company—Tax Matters Agreement" for more information.

Q:
Where can I get more information?

A:
If you have any questions relating to the mechanics of the distribution, you should contact the distribution agent at:

Before the spin-off, if you have any questions relating to the spin-off, you should contact Huntsman at:

Huntsman Corporation
Attn: Investor Relations
10003 Woodloch Forest Drive
The Woodlands, Texas 77380
Phone: (281) 719-6000
www.huntsman.com

    After the spin-off, if you have any questions relating to Venator, you should contact Venator at:

    Venator Materials Corporation
    Attn:
    Address:
    Phone:
    www.venatorcorp.com

      

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Summary of the Spin-Off

Distributing Company

  Huntsman Corporation, a Delaware corporation. After the distribution, Huntsman will hold the Retained Securities.

Distributed Company

 

Venator Materials Corporation, a Delaware corporation and a wholly-owned subsidiary of Huntsman. After the spin-off, we will be a separate, publicly traded company.

Distributed Securities (Class B common stock)

 

Huntsman will distribute all of our outstanding shares of Class B common stock on a pro rata basis to the holders of Huntsman's common stock. Following the distribution, (i) the holders of Venator's Class B common stock will hold 60% of all of our outstanding common stock and 80.1% of the voting power of all of our outstanding common stock. Approximately            shares of our Class B common stock will be distributed in the spin-off, based on the number of shares of Huntsman common stock outstanding as of the record date of            2016. Assuming distribution of all of our Class B common stock to Huntsman stockholders, each Huntsman stockholder will receive            shares of our Class B common stock for each share of Huntsman common stock held.

Retained Securities (Class A common stock)

 

Huntsman will retain all of our Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all of our outstanding common stock. Huntsman will dispose of the Retained Securities within five years after the spin-off. Pursuant to an IRS private letter ruling received by Huntsman, under certain circumstances Huntsman may dispose of some or all of the Retained Securities in a tax-advantaged manner by distributing such shares of Class A common stock within 12 months after the spin-off to its creditors in payment of outstanding third-party debt. If market conditions and sound business judgment permit, Huntsman intends to engage in such exchanges. To the extent Huntsman does not exchange the Retained Securities for third-party debt, Huntsman will sell the Retained Securities. Huntsman anticipates that the proceeds of such sales will be used to repay third-party debt.

Record Date

 

The record date for the distribution is the close of business of the NYSE on            .

Distribution Date

 

The distribution date is            .

Internal Reorganization

 

As part of the separation, and prior to the distribution, Huntsman expects to complete an internal reorganization, which we refer to as the "internal reorganization," in order to transfer to Venator the entities, assets, liabilities and obligations that Venator will hold following the separation.

Restructuring Transactions

 

As part of the spin-off, we will enter into the Separation and Distribution Agreement and ancillary agreements, conduct the internal reorganization, amend and restate our certificate of incorporation and bylaws and complete other related transactions.

Distribution Ratio

 

Each Huntsman stockholder will receive            shares of our Class B common stock for each share of Huntsman common stock held on the record date.

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Distribution Method

 

Our Class B common stock will be issued only by direct registration in book-entry form. Registration in book-entry form is a method of recording stock ownership when no physical paper certificates are issued to stockholders, as is the case in this distribution.

Fractional Shares

 

The distribution agent will not distribute any fractional shares of Class B common stock to Huntsman stockholders. Fractional shares of Class B common stock to which Huntsman stockholders of record would otherwise be entitled will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of the sales will be distributed ratably to those stockholders who would otherwise have received fractional shares of Class B common stock. Proceeds from these sales will generally result in a taxable gain or loss to those stockholders. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to the stockholder's particular circumstances. The tax consequences of the distribution are described in more detail under "The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off."

Conditions to the Spin-Off

 

The spin-off is subject to the satisfaction or waiver by Huntsman, in its sole discretion, of the following conditions, as well as other conditions described in this information statement in "The Spin-Off—Conditions to the Spin-Off":

 

the Securities and Exchange Commission ("SEC") shall have declared effective our registration statement on Form 10, of which this information statement is a part, under the Exchange Act of 1934, as amended (the "Exchange Act"); no stop order suspending the effectiveness of the registration statement shall be in effect; and no proceedings for such purpose shall be pending before or threatened by the SEC;

 

any required actions and filings with regard to state securities and blue sky laws of the U.S. (and any comparable laws under any foreign jurisdictions) shall have been taken and, where applicable, have become effective or been accepted;

 

our Class B common stock shall have been authorized for listing on the NYSE, or another national securities exchange approved by Huntsman, subject to official notice of issuance;

 

the IRS private letter ruling received by Huntsman shall not have been revoked or modified in any material respect (the IRS private letter ruling includes rulings to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post-spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of Sections 361(c)(1) and 361(c)(3) of the Code, and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction);

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Huntsman shall have received an opinion of its tax advisor, in form and substance acceptable to Huntsman and which shall remain in full force and effect, that (i) Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code and (ii) certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code;

 

the completion of the internal reorganization;

 

no order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the distribution will be in effect;

 

the completion of our new financing arrangements;

 

one or more nationally recognized investment banking firms or other firms acceptable to Huntsman, in its sole and absolute discretion, shall have delivered one or more solvency opinions to the board of directors of Huntsman and our board of directors, in form and substance acceptable to Huntsman in its sole discretion, regarding the effect of the distribution and related transactions;

 

each of the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party thereto;

 

any government approvals and other material consents necessary to consummate the distribution will have been obtained and remain in full force and effect; and

 

no other events or developments shall have occurred or exist that, in the judgment of the board of directors of Huntsman, in its sole discretion, makes it inadvisable to effect the distribution or other transactions contemplated by the Separation and Distribution Agreement.

 

The fulfillment of the foregoing conditions does not create any obligations on Huntsman's part to effect the spin-off, and the Huntsman board of directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the spin-off, including by waiving any conditions to the spin-off or accelerating or delaying the timing of the consummation of all or part of the spin-off, at any time prior to the distribution date.

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Trading Market and Symbol

 

Our Class B common stock will trade on the NYSE under the ticker symbol "VNTR." We anticipate that, on or shortly before the record date, trading of shares of our Class B common stock will begin on a "when-issued" basis and will continue up to and including the distribution date, and we expect "regular-way" trading of shares of our Class B common stock will begin the first trading day after the distribution date. We also anticipate that, on or shortly before the record date, there will be two markets in Huntsman common stock: a "regular-way" market on which shares of Huntsman common stock will trade with an entitlement to shares of our Class B common stock to be distributed pursuant to the distribution, and an "ex-distribution" market on which shares of Huntsman common stock will trade without an entitlement to our shares of Class B common stock. Initially, we do not anticipate any trading market to develop for the shares of our Class A common stock held by Huntsman. For more information, see "Trading Market."

Tax Consequences

 

The spin-off is conditioned on Huntsman receiving an opinion from its tax advisor that (i) Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code, and (ii) certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code. Tax advisor's opinion will, in part, be based upon an IRS private letter ruling received by Huntsman to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of Sections 361(c)(1) and 361(c)(3) of the Code, and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction. See "The Spin-Off—Conditions to the Spin-Off."

 

Assuming that the distribution will qualify as a tax-free transaction for U.S. federal income tax purposes, except for gains realized on the receipt of cash paid in lieu of fractional shares, no gain or loss will be recognized by a Huntsman stockholder, and no amount generally will be included in such Huntsman stockholder's taxable income, as a result of the spin-off.

 

For a more detailed description of the U.S. federal income tax consequences of the spin-off, see "The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off."

 

Each stockholder is urged to consult his, her or its tax advisor as to the specific tax consequences of the spin-off to such stockholder, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax laws.

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Relationship with Huntsman after the Spin-Off

 

Following the distribution, Huntsman will retain all of our Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all of our outstanding common stock. We will enter into a Separation and Distribution Agreement and other ancillary agreements with Huntsman related to the spin-off. These agreements will provide for the allocation between us and Huntsman of Huntsman's assets, liabilities and obligations, and we will generally be allocated those assets, liabilities and obligations relating to the Titanium Dioxide and Performance Additives business. These agreements will also govern certain interactions between us and Huntsman after the separation (including with respect to employee matters, tax matters and matters relating to our Retained Securities). We and Huntsman will also enter into a Transition Services Agreement that will provide for, among other matters, assistance to us or Huntsman as needed and a Master Lease Agreement, pursuant to which we will agree to terms with Huntsman regarding leasing space at certain shared facilities. We also intend to enter into an Employee Matters Agreement that will set forth the agreements between Huntsman and us concerning certain employee compensation and benefit matters. Further, we intend to enter into a Tax Matters Agreement with Huntsman regarding the respective rights, responsibilities, and obligations of Huntsman and us with respect to the payment of taxes, filing of tax returns, reimbursements of taxes, control of audits and other tax proceedings, liability for taxes that may be triggered as a result of the spin-off and other matters regarding taxes. We and Huntsman will also enter a Stockholder's and Registration Rights Agreement, pursuant to which we will agree, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our common stock retained by Huntsman and to list the Class A common stock on the NYSE and Huntsman will grant us a proxy to vote all of our Class A common stock held by Huntsman in proportion to the votes cast by our Class B common stockholders as long as Huntsman owns the Class A shares. Huntsman will determine the principal terms of these agreements. We describe these and other arrangements in greater detail under "Arrangements Between Huntsman and Our Company," and describe some of the risks of these arrangements under "Risk Factors—Risks Related to the Spin-Off."

Indemnities

 

Under certain circumstances, we may be required to indemnify Huntsman under the Tax Matters Agreement for certain taxes incurred as a result of the failure of the spin-off or certain transactions undertaken in preparation for, or in connection with, the spin-off, to qualify as tax-free transactions under the relevant provisions of the Code. See "Arrangements Between Huntsman and our Company—Tax Matters Agreement." In addition, under the Separation and Distribution Agreement, we and Huntsman will indemnify each other and certain of our respective subsidiaries against claims and liabilities relating to the past operation of our business. See "Arrangements Between Huntsman and Our Company."

Dividend Policy

 

Immediately following the spin-off and for the foreseeable future, we do not expect to pay dividends. In addition, we expect that our debt agreements will place certain restrictions on our ability to pay cash dividends. For more information, see "Dividend Policy."

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Transfer Agent

 

                    will be the transfer agent and registrar for the shares of our Class B common stock.

Summary Risk Factors

        We face both general and specific risks and uncertainties relating to our business and our being a separate, publicly traded company. We also are subject to risks related to the spin-off. Below is a summary of certain key risk factors that you should consider. Please read the full discussion of these risks and the other risks described under "Risk Factors" beginning on page 28 of this information statement and "Forward-Looking Statements."

Risks Affecting Our Business

    Our industry is affected by global economic factors, including risks associated with volatile economic conditions.

    The market for many of our TiO2 products is cyclical and volatile, and we may experience depressed market conditions for such products.

    The industries in which we compete are highly competitive, and we may not be able to compete effectively with our competitors that have greater financial resources or those that are vertically integrated, which could have a material adverse effect on our business, results of operations and financial condition.

    The proposal in the European Union to classify TiO2 as potentially carcinogenic could decrease demand for our products and subject us to manufacturing regulations that could significantly increase our costs.

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

    Significant price volatility or interruptions in supply of our raw materials and energy may result in increased costs that we may be unable to pass on to our customers, which could reduce our profitability.

    Our pension and postretirement benefit plan obligations are currently underfunded, and under certain circumstances we may have to significantly increase the level of cash funding to some or all of these plans, which would reduce the cash available for our business.

    Our results of operations may be adversely affected by fluctuations in currency exchange rates and tax rates.

    Our efforts to transform our business may require significant investments; if our strategies are unsuccessful, our business, results of operations and/or financial condition may be materially adversely affected.

    We will have $             million of indebtedness following the spin-off, a portion of which will be subject to variable interest rates. Our indebtedness may make us more vulnerable to economic downturns and may limit our ability to respond to market conditions, to obtain additional financing or to refinance our debt. We may also incur more debt in the future.

    We are subject to many environmental, health and safety laws and regulations that may result in unanticipated costs or liabilities, which could reduce our profitability.

    Our operations involve risks that may increase our operating costs, which could reduce our profitability.

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    Our business is dependent on our intellectual property. If our intellectual property rights cannot be enforced or our trade secrets become known to our competitors, our ability to compete may be adversely affected.

    Our flexibility in managing our labor force may be adversely affected by existing or new labor and employment laws and policies in the jurisdictions in which we operate, many of which are more onerous than those of the U.S.; and some of our labor force has substantial workers' council or trade union participation, which creates a risk of disruption from labor disputes.

Risks Related to the Spin-Off

    We may not realize the anticipated benefits from our separation from Huntsman.

    The combined market value of Huntsman and our shares after the spin-off may not equal or exceed the market value of Huntsman shares prior to the spin-off.

    Our historical and pro forma financial information may not be representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

    In connection with our separation from Huntsman, we will indemnify Huntsman for certain liabilities, including those related to the operation of our business while it was still owned by Huntsman, and while Huntsman will indemnify us for certain liabilities, such indemnities may not be adequate.

    Our costs may increase as a result of operating as a stand-alone public company, and our management will be required to devote substantial time to complying with public company regulations.

    Following our separation from Huntsman, Huntsman will provide us with certain transitional services that may not be sufficient to meet our needs. We may have difficulty finding supplemental or, ultimately, replacement services or be required to pay increased costs to supplement or, ultimately, replace these services.

    The agreements between us and Huntsman will not be made on an arm's length basis.

    Our Tax Matters Agreement with Huntsman will limit our ability to take certain actions, including strategic transactions, and will require us to indemnify Huntsman for certain potentially significant tax liabilities.

    We could have significant tax liabilities for periods during which Huntsman operated our business.

    The amount of tax for which we are liable for taxable periods preceding the spin-off may be impacted by elections or decisions Huntsman makes on our behalf.

    Huntsman, its stockholders, or we could have significant tax liabilities if the separation, and certain transactions in preparation therefor are not tax-free.

    Following the spin-off, certain members of our board of directors and management may have actual or potential conflicts of interest because of their ownership of shares of common stock of Huntsman and the expected overlap of            members of our Board with the board of directors of Huntsman.

    The spin-off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

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Risks Related to Our Class B Common Stock

    No market currently exists for our Class B common stock. We cannot assure you that an active trading market will develop for our Class B common stock.

    The market price and trading volume of our Class B common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our Class B common stock following the spin-off.

    A number of our shares are or will be eligible for future sale, which may cause the market price of our Class B common stock to decline.

    Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws could discourage a takeover attempt, which may reduce or eliminate the likelihood of a change of control transaction and, therefore, the ability of our stockholders to sell their shares for a premium.

    Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which will limit our stockholders' ability to obtain an alternative judicial forum for disputes with us or our directors, officers, employees or agents.

Recent Developments

Pori Fire

        On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage, and it is currently not fully operational. We are committed to repairing the facility as quickly as possible. We expect the Pori facility to restart in phases as follows: approximately 20% capacity in the second quarter of 2017; approximately 40% aggregate capacity in the second quarter of 2018; and full capacity around the end of 2018. During the first quarter of 2017, we recorded a loss of $32 million for the write-off of fixed assets and lost inventory in other operating (income) expense, net in our condensed combined statements of operations (without taking into account the insurance recoveries discussed below). In addition, we recorded a loss of $4 million of costs for cleanup of the facility through March 31, 2017. The Pori facility has a nameplate capacity of up to 130,000 metric tons per year, which represents approximately 16% of our total TiO2 nameplate capacity and approximately 10% of total European TiO2 demand.

        The site is insured for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively, with a limit of $500 million. We have established a process with our insurer to receive timely advance payments for the reconstruction of the facility as well as lost profits. We expect to have pre-funded cash on our balance sheet resulting from these advance insurance payments. We have agreed with our insurer to have monthly meetings to review relevant site activities and interim claims as well as regular progress payments. However, if we experience delays in receiving the insurance proceeds, or the proceeds do not fully cover our property damage, business interruption, lost profits or other losses, our short term liquidity may be impacted.

        On February 9, 2017, we received $54 million as an initial partial progress payment from our insurer. During the first quarter of 2017, we recorded $32 million of income related to insurance recoveries in other operating (income) expense, net in our condensed combined statements of operations and we recorded $22 million as deferred income in accrued liabilities for costs not yet incurred.

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SUMMARY HISTORICAL COMBINED AND
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        Set forth below is a summary of our historical combined and pro forma condensed combined financial information for the periods indicated. The historical unaudited condensed combined financial information for the three months ended March 31, 2017 and 2016 and the balance sheet data as of March 31, 2017 have been derived from our unaudited condensed combined financial statements included elsewhere in this information statement. The historical unaudited condensed combined financial data as of March 31, 2016 has been derived from our unaudited accounting records not included in this information statement. The unaudited condensed combined financial statements have been prepared on the same basis as our audited combined financial statements, except as stated in the related notes thereto, and include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly our financial condition and results of operations for such periods. The results of operations for the three months ended March 31, 2017 and 2016 presented below are not necessarily indicative of results for the entire fiscal year. The historical combined financial information as of December 31, 2016 and 2015 and for the fiscal years ended December 31, 2016, 2015 and 2014 has been derived from our audited combined financial statements included elsewhere in this information statement. The historical combined financial information as of December 31, 2014 has been derived from our unaudited accounting records not included in this information statement.

        The Titanium Dioxide, Performance Additives and other businesses have historically been 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, Performance Additives and other businesses are the primary beneficiaries. Because our historical combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical combined financial information includes the results of operations of other Huntsman businesses that will not be a part of Venator's operations following the distribution. We will report the results of those other businesses as discontinued operations in our future financial statements for periods that include the date of the completion of the spin-off. In addition, our historical combined financial information has been derived from Huntsman's historical accounting records and is presented on a stand-alone basis as if the operations of the Titanium Dioxide, Performance Additives and other businesses had been conducted separately from Huntsman. However, the Titanium Dioxide, Performance Additives and other businesses segments did not operate as a stand-alone entity for the periods presented and, as such, the historical combined financial statements may not be indicative of the financial position, results of operations and cash flows had the Titanium Dioxide, Performance Additives and other businesses segments been a stand-alone company.

        The historical combined statements of operations also include expense allocations for certain functions and centrally-located activities historically performed by Huntsman. These functions include executive oversight, accounting, procurement, operations, marketing, internal audit, legal, risk management, finance, tax, treasury, information technology, government relations, investor relations, public relations, financial reporting, human resources, ethics and compliance, and certain other shared services. For more information, see "Management's Discussion and Analysis of Financial Condition and results of Operations—Factors Affecting Comparability of Our Historical Financial Results of Operations to Our Future Financial Results of Operations."

        The unaudited pro forma condensed combined financial information has been derived from the historical combined financial statements included in this information statement. The pro forma financial information eliminates the results of operations of other Huntsman businesses that will not be a part of Venator's operations following the distribution and otherwise gives effect to the separation of the Titanium Dioxide and Performance Additives businesses into a stand-alone, publicly traded company as a result of

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the spin-off. The pro forma adjustments are based on available information and assumptions that are factually supportable and that we believe are reasonable; however, such adjustments are subject to change based on the finalization of the terms of the spin-off and the related separation and distribution agreements, as well as our expected financing. Actual expenses could vary from this estimate and such variations could be material. The pro forma adjustments, including related tax effects, to reflect the spin-off are expected to include the following:

    the exclusion of operations, assets and liabilities of businesses that are not part of the Titanium Dioxide or Performance Additives businesses and that will be retained by Huntsman following the spin-off;

    the inclusion of accounts receivable previously sold into the accounts receivable securitization programs (the "A/R Programs") sponsored by Huntsman International by one of the legal entities comprising the Titanium Dioxide and Performance Additives segments because we will not participate in the Huntsman A/R Programs following the spin-off;

    the incurrence of $             million of new indebtedness by us under new financing arrangements and the application of the proceeds therefrom to make a cash distribution of $                 million to Huntsman and to repay the intercompany indebtedness we owe to Huntsman, and an increase in interest expense resulting from the incurrence of the new indebtedness;

    the elimination of Huntsman's net investment in, and advances to, us and adjustments to additional paid-in capital;

    the issuance of                    shares of Venator Class B common stock at a par value of $0.01 per share and                    shares of Venator Class A common stock at a value of $0.01 per share; and

    other adjustments described in the notes to the unaudited pro forma condensed combined financial statements.

        The separation and distribution, tax sharing, transition services, master lease, employee matters, indemnification, and stockholder's and registration rights agreements have not been finalized, and the pro forma financial information will be revised in future amendments to reflect the effects of those agreements, to the extent material.

        In addition, we expect that our recurring costs to operate our business as a stand-alone public company will be lower than expenses historically allocated to us from Huntsman as reflected in our pro forma statement of operations by between $    million and $    million annually. You should read the following summary financial information in conjunction with "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited combined financial statements, unaudited condensed combined financial statements and the notes to those statements included in this information statement.

        The financial information presented below is not necessarily indicative of our future performance or what our financial position and results of operations would have been had we operated as a stand-alone public company during the periods presented, or in the case of the unaudited pro forma information, had the transactions reflected in the pro forma adjustments actually occurred as of the dates assumed. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The unaudited pro forma condensed combined financial information constitutes forward-looking information

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and is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See "Forward-Looking Statements."

 
   
   
   
   
   
  Pro Forma  
 
  Three Months
Ended March 31,
   
   
   
  Three
Months
Ended
March 31,
2017
   
 
 
  Year Ended December 31,   Year
Ended
December 31,
2016
 
 
  2017   2016   2016   2015   2014  
 
  (in millions)
 

Statement of Operations Data:

                                           

Revenues:

                                           

Titanium Dioxide

  $ 385   $ 392   $ 1,554   $ 1,583   $ 1,411   $ 385   $ 1,554  

Performance Additives

    152     148     585     577     138     152     585  

Other businesses

    32     45     170     170     180          

Total

  $ 569   $ 585   $ 2,309   $ 2,330   $ 1,729   $ 537   $ 2,139  

Net loss

 
$

(13

)

$

(48

)

$

(77

)

$

(352

)

$

(162

)

$

[      ]
 
$

[      ]
 

Balance Sheet Data (at period end):

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 2,873   $ 3,400   $ 2,659   $ 3,413   $ 3,933   $ 2,380   $ 2,557  

Total long-term liabilities

    1,320     1,480     1,308     1,477     1,579     [        ]     [        ]  

Other Financial Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Segment Adjusted EBITDA(1):

                                           

Titanium Dioxide(2)

  $ 48   $ (3 ) $ 61   $ (8 ) $ 62   $ 48   $ 61  

Performance Additives(2)

    21     18     69     69     14     21     69  

(1)
Adjusted EBITDA, as presented on a segment basis, is the measure of profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to each segment and assessing its performance. For further discussion of the non-GAAP financial measure adjusted EBITDA, as well as a reconciliation of total adjusted EBITDA to total net loss, its most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the U.S. ("GAAP" or "U.S. GAAP"), please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations," as well as note "24. Operating Segment Information" to our combined financial statements and note "12. Operating Segment Information" to our unaudited condensed combined financial statements.

(2)
On October 1, 2014, Huntsman completed the acquisition of the performance additives and TiO2 businesses of Rockwood. Huntsman paid $1.02 billion in cash and assumed certain unfunded pension liabilities in connection with the Rockwood acquisition and subsequently contributed these businesses to our Titanium Dioxide and Performance Additives segments.

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RISK FACTORS

        You should carefully consider the information included in this information statement, including the matters addressed under "Forward-Looking Statements," and the following risks.

        We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which could materially and adversely affect our business, financial condition, cash flows, results of operations and stock price, are not the only risks we face. We may experience additional risks and uncertainties not currently known to us or, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may ultimately materially and adversely affect our business, financial condition, cash flows, results of operations and stock price.

Risks Related to Our Business

Our industry is affected by global economic factors, including risks associated with volatile economic conditions.

        Our financial results are substantially dependent on overall economic conditions in the U.S., Europe and Asia. Declining economic conditions in all or any of these locations—or negative perceptions about economic conditions—could result in a substantial decrease in demand for our products and could adversely affect our business. The timing and extent of any changes to currently prevailing market conditions is uncertain, and supply and demand may be unbalanced at any time. Uncertain economic conditions and market instability make it particularly difficult for us to forecast demand trends. As a consequence, we may not be able to accurately predict future economic conditions or the effect of such conditions on our financial condition or results of operations. We can give no assurances as to the timing, extent or duration of the current or future economic cycles impacting the industries in which we operate.

        In addition, a large portion of our revenue and profitability is largely dependent on the TiO2 industry. TiO2 is used in many "quality of life" products for which demand historically has been linked to global, regional and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic conditions. Such events are likely to cause a decrease in demand for our products and, as a result, may have an adverse effect on our results of operations and financial condition. The future profitability of our operations, and cash flows generated by those operations, will also be affected by the available supply of our products in the market.

The market for many of our TiO2 products is cyclical and volatile, and we may experience depressed market conditions for such products.

        Historically, the market for large volume TiO2 applications, including coatings, paper and plastics, has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of lower capacity utilization resulting in declining prices and margins. The volatility this market experiences occurs as a result of significant changes in the demand for products as a consequence of global economic activity and changes in customers' requirements. The supply-demand balance is also impacted by capacity additions or reductions that result in changes of utilization rates. In addition, TiO2 margins are impacted by significant changes in major input costs such as energy and feedstock. Demand for TiO2 depends in part on the housing and construction industries. These industries are cyclical in nature and have historically been impacted by downturns in the economy. Relative changes in the selling prices for our products are one of the main factors that affect the level of our profitability. In addition, pricing may affect customer inventory levels as customers may from time to time accelerate purchases of TiO2 in advance of anticipated price increases or defer purchases of TiO2 in advance of anticipated price decreases.

        The cyclicality and volatility of the TiO2 industry results in significant fluctuations in profits and cash flow from period to period and over the business cycle. Primarily as a result of oversupply in the market, global prices for TiO2 declined throughout 2015 before reaching a trough in the first quarter of 2016.

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Although we have recently successfully implemented price increases, any decline in selling prices in 2017 and beyond could negatively impact our business, results of operations and/or financial condition.

The industries in which we compete are highly competitive, and we may not be able to compete effectively with our competitors that have greater financial resources or those that are vertically integrated, which could have a material adverse effect on our business, results of operations and financial condition.

        The industries in which we operate are highly competitive. Among our competitors are companies that are vertically-integrated (those that have their own raw material resources). Changes in the competitive landscape could make it difficult for us to retain our competitive position in various products and markets throughout the world. Our competitors with their own raw material resources may have a competitive advantage during periods of higher raw material prices. In addition, some of the companies with whom we compete may be able to produce products more economically than we can. Furthermore, some of our competitors have greater financial resources, which may enable them to invest significant capital into their businesses, including expenditures for research and development.

        The global TiO2 market is highly competitive, with the top six producers accounting for approximately 60% of the world's production capacity according to TZMI. Competition is based on a number of factors, such as price, product quality and service. Some of our competitors may be able to drive down prices for our products if their costs are lower than our costs. In addition, our TiO2 business competes with numerous regional producers, including producers in China, who have significantly expanded their sulfate production capacity during the past five years and commenced the commercial production of TiO2 via chloride technology. The risk of our customers substituting our products with those made by Chinese producers could increase as the Chinese producers expand their use of chloride production technology. Further, consolidation of our competitors or customers may result in reduced demand for our products or make it more difficult for us to compete with our competitors. The occurrence of any of these events could result in reduced earnings or operating losses.

        While we are engaged in a range of research and development programs to develop new products and processes, to improve and refine existing products and processes, and to develop new applications for existing products, the failure to develop new products, processes or applications could make us less competitive. Moreover, if any of our current or future competitors develops proprietary technology that enables them to produce products at a significantly lower cost, our technology could be rendered uneconomical or obsolete.

        Further, it is possible that we could abandon certain products, processes, or applications due to potential infringement of third-party intellectual property rights or that we could be named in future litigation for the infringement or misappropriation of a competitor's or other third party's intellectual property rights, which could include a claim for injunctive relief and damages, and, if so, such adverse results could have a material adverse effect on our business, results of operations and financial position. In addition, certain of our competitors in various countries in which we do business, including China, may be owned by or affiliated with members of local governments and political entities. These competitors may get special treatment with respect to regulatory compliance and product registration, while certain of our products, including those based on new technologies, may be delayed or even prevented from entering into the local market.

        Certain of our businesses use technology that is widely available. Accordingly, barriers to entry, apart from capital availability, may be low in certain product segments of our business. The entrance of new competitors into the industry may reduce our ability to maintain margins or capture improving margins in circumstances where capacity utilization in the industry is increasing. Increased competition in any of our businesses could compel us to reduce the prices of our products, which could result in reduced margins and loss of market share and have a material adverse effect on our business, results of operations, financial condition and liquidity.

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The proposal in the European Union to classify TiO2 as potentially carcinogenic could decrease demand for our products and subject us to manufacturing regulations that could significantly increase our costs.

        The European Union ("EU") adopted the Globally Harmonised System ("GHS") of the United Nations for a uniform system for the classification, labelling and packaging of chemical substances in Regulation (EC) No 1272/2008, the Classification, Labelling and Packaging Regulation ("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 ("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. Potential outcomes before both the RAC and the Commission is a final classification as a Category 1B Carcinogen (described by the EU regulation as "presumed to have carcinogenic potential for humans, classification is largely based on human evidence"), a Category 2 Carcinogen classification (described by the EU regulation as "suspected human carcinogens", classification on the basis of evidence obtained from human and/or animal studies, but which is not sufficiently convincing to place the substance in category 1A or 1B), or a decision of no classification, with the Commission making the final decision. Huntsman, together with other companies, relevant trade associations and the European Chemical Industry Council ("Cefic"), submitted comments opposing any classification of TiO2 as carcinogenic, based on evidence from multiple epidemiological studies covering more than 24,000 production workers at 18 TiO2 manufacturing sites over several decades that found no increased incidence of lung cancer as a result of workplace exposure to TiO2 and other scientific studies that concluded that the response to lung overload studies with poorly soluble particles upon which the ANSES proposed classification is based is unique to the rat and is not seen in other animal species or humans. If ECHA were to recommend, and the European Commission were to subsequently adopt, either a Category 1B or Category 2 Carcinogen classification, it could require that many end-use products manufactured with TiO2 be classified as containing a potential carcinogenic component, which could negatively impact public perception of products containing TiO2, limit the marketability of and demand for TiO2 or products containing TiO2 and potentially have spill-over, restrictive effects under other EU laws, e.g., those affecting medical and pharmaceutical applications, cosmetics, food packaging and food additives. Such classifications would also affect manufacturing operations by subjecting us to new workplace requirements that could significantly increase costs. In addition, any classification, use restriction, or authorization requirement for use imposed by ECHA could trigger heightened regulatory scrutiny in countries outside the EU based on health or safety grounds, which could have a wider adverse impact geographically on market demand for and price of TiO2 or other products containing TiO2 and increase our compliance obligations outside the EU. It is also possible that heightened regulatory scrutiny would lead to claims by consumers of such products alleging adverse health impacts. The resulting restrictions in the market place and impact on operations and profitability would be less significant in the event of a Category 2 classification for TiO2 compared to the Category 1B classification proposed by ANSES. In addition, under the Separation and Distribution Agreement, we are required to indemnify Huntsman for any liabilities relating to our TiO2 operations.

        Sales of TiO2 in the European Union represented approximately 45% of our revenues for the twelve months ended March 31, 2017.

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

        Manufacturing facilities in our industry are subject to planned and unplanned production shutdowns, turnarounds, outages and other disruptions. Any serious disruption at any of our facilities could impair our ability to use our facilities and have a material adverse impact on our revenues and increase our costs and expenses. Alternative facilities with sufficient capacity may not be available, may cost substantially more or may take a significant time to increase production or qualify with our customers, any of which could

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negatively impact our business, results of operations and/or financial condition. Long-term production disruptions may cause our customers to seek alternative supply which could further adversely affect our profitability.

        Unplanned production disruptions may occur for external reasons including natural disasters, weather, disease, strikes, transportation interruption, government regulation, political unrest or terrorism, or internal reasons, such as fire, unplanned maintenance or other manufacturing problems. Any such production disruption could have a material impact on our operations, operating results and financial condition. For example, a fire occurred in January 2017 at our TiO2 manufacturing facility in Pori, Finland and the facility is currently not fully operational. We are committed to repairing the facility as quickly as possible and we anticipate a portion of our white end production will be operational during the second quarter of 2017 and full capacity to be available around the end of 2018. However, even if we are able to resume production on this schedule, we may lose customers that have in the meantime found alternative suppliers elsewhere. Huntsman maintains property damage and business interruption insurance coverage subject to retained deductibles of $15 million and 60 days, respectively, with a limit of $500 million. If we experience delays in receiving the insurance proceeds our short term liquidity and earnings may be impacted. In addition, if the proceeds do not fully cover our property damage, business interruption, lost profits or other losses, this will adversely affect our earnings. Additionally, our premiums and deductibles may increase substantially as a result of the fire. The Separation and Distribution Agreement will provide that we will have the benefit of the insurance proceeds related to covered costs incurred in connection with repairs or covered lost profits incurred following the spin-off.

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

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

Significant price volatility or interruptions in supply of raw materials and energy may result in increased costs that we may be unable to pass on to our customers, which could reduce our profitability.

        Our manufacturing processes consume significant amounts of raw materials and energy, the costs of which are subject to worldwide supply and demand as well as other factors beyond our control. Variations in the cost for raw materials, and of energy, which primarily reflects market prices for oil and natural gas, may significantly affect our operating results from period to period. We purchase a substantial portion of our raw materials from third-party suppliers and the cost of these raw materials represents a substantial portion of our operating expenses. The prices of the raw materials that we purchase from third parties are cyclical and volatile. For example, according to TZMI, the prices of all feedstocks used for the production of TiO2 increased 200% to 300% above historical averages in 2011 and 2012. Our supply agreements with

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our TiO2 feedstock suppliers provide us only limited protection against price volatility as they are entered into either on a short-term basis or are longer-term volume contracts, which provide for market-based pricing. To the extent we do not have fixed price contracts with respect to specific raw materials, we have no control over the costs of raw materials and such costs may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. While we attempt to match cost increases with corresponding product price increases, we are not always able to raise product prices immediately or at all. Moreover, the outcome of these efforts is largely determined by existing competitive and economic conditions. Timing differences between raw material prices, which may change daily, and contract product prices, which in many cases are negotiated only monthly or less often, also have had and may continue to have a negative effect on our cash flow. Any raw materials or energy cost increase that we are not able to pass on to our customers could have a material adverse effect on our business, results of operations, financial condition and liquidity.

        There are several raw materials for which there are only a limited number of suppliers or a single supplier. For example, titanium-containing feedstocks suitable for use in our TiO2 facilities are available from a limited number of suppliers around the world. To mitigate potential supply constraints, we enter into supply agreements with particular suppliers, evaluate alternative sources of supply and evaluate alternative technologies to avoid reliance on limited or sole-source suppliers. Where supply relationships are concentrated, particular attention is paid by the parties to ensure strategic intentions are aligned to facilitate long term planning. If certain of our suppliers are unable to meet their obligations under present supply agreements, we may be forced to pay higher prices to obtain the necessary raw materials from other sources and we may not be able to increase prices for our finished products to recoup the higher raw materials costs. Any interruption in the supply of raw materials could increase our costs or decrease our revenues, which could reduce our cash flow. The inability of a supplier to meet our raw material needs could have a material adverse effect on our financial statements and results of operations.

        The number of sources for and availability of certain raw materials is also specific to the particular geographical region in which a facility is located. Political and economic instability in the countries from which we purchase our raw material supplies could adversely affect their availability. In addition, if raw materials become unavailable within a geographic area from which they are now sourced, then we may not be able to obtain suitable or cost effective substitutes. We may also experience higher operating costs such as energy costs, which could affect our profitability. We may not always be able to increase our selling prices to offset the impact of any higher productions costs or reduced production levels, which could reduce our earnings and decrease our liquidity.

Our pension and postretirement benefit plan obligations are currently underfunded, and under certain circumstances we may have to significantly increase the level of cash funding to some or all of these plans, which would reduce the cash available for our business.

        We have underfunded obligations of $266 million as of March 31, 2017 under some of our domestic and foreign pension and postretirement benefit plans. The funded status of our pension plans is dependent upon many factors, including returns on invested assets, the level of certain market interest rates and the discount rates used to determine pension obligations. Unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our business. In addition, a decrease in the discount rate used to determine pension obligations could result in an increase in the valuation of pension obligations, which could affect the reported funding status of our pension plans and future contributions, as well as the periodic pension cost in subsequent fiscal years.

        With respect to our domestic pension and postretirement benefit plans, the Pension Benefit Guaranty Corporation ("PBGC") has the authority to terminate an underfunded tax-qualified pension plan under limited circumstances in accordance with the Employee Retirement Income Security Act of 1974, as

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amended. In the event our tax-qualified pension plans are terminated by the PBGC, we could be liable to the PBGC for the entire amount of the underfunding.

        With respect to our foreign pension and postretirement benefit plans, the effects of underfunding depend on the country in which the pension and postretirement benefit plan is established. For example, in the U.K. and Germany, semi-public pension protection programs have the authority, in certain circumstances, to assume responsibility for underfunded pension schemes, including the right to recover the amount of the underfunding from us.

Our results of operations may be adversely affected by fluctuations in currency exchange rates and tax rates.

        Our headquarters operations are conducted across two of our administrative offices: The Woodlands, Texas and Wynyard, U.K. We conduct a majority of our business operations outside the U.S. Sales to customers outside the U.S. contributed approximately 75% of our revenue in 2016. Our operations are subject to international business risks, including the need to convert currencies received for our products into currencies in which we purchase raw materials or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates. We transact business in many foreign currencies, including the euro, the British pound sterling and the Chinese renminbi. We translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during the reporting period or the exchange rate at the end of that period. During times of a strengthening U.S. dollar, our reported international sales and earnings may be reduced because the local currency may translate into fewer U.S. dollars. Because we currently have significant operations located outside the U.S., we are exposed to fluctuations in global currency rates which may result in gains or losses on our financial statements.

        We operate in a significant number of jurisdictions, which contributes to the volatility of our effective tax rate. Changes in tax laws or the interpretation of tax laws in the jurisdictions in which we operate may affect our effective tax rate. In addition, GAAP has required us to place valuation allowances against our net operating losses and other deferred tax assets in a significant number of tax jurisdictions. These valuation allowances result from analysis of positive and negative evidence supporting the realization of tax benefits. Negative evidence includes a cumulative history of pre-tax operating losses in specific tax jurisdictions. Changes in valuation allowances have resulted in material fluctuations in our effective tax rate. Economic conditions may dictate the continued imposition of current valuation allowances and, potentially, the establishment of new valuation allowances. While significant valuation allowances remain, our effective tax rate will likely continue to experience significant fluctuations. Furthermore, certain foreign jurisdictions may take actions to delay our ability to collect value-added tax refunds.

The impact of changing laws or regulations or the manner of interpretation or enforcement of existing laws or regulations could adversely impact our financial performance and restrict our ability to operate our business or execute our strategies.

        New laws or regulations, or changes in existing laws or regulations or the manner of their interpretation or enforcement, could increase our cost of doing business and restrict our ability to operate our business or execute our strategies. This risk includes, among other things, the possible taxation under U.S. law of certain income from foreign operations, the possible taxation under foreign laws of certain income we report in other jurisdictions, and regulations related to the protection of private information of our employees and customers. In addition, compliance with laws and regulations is complicated by our substantial global footprint, which will require significant and additional resources to ensure compliance with applicable laws and regulations in the various countries where we conduct business.

        Our global operations expose us to trade and economic sanctions and other restrictions imposed by the United States, the European Union and other governments and organizations. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of

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economic sanctions laws, export control laws, the Foreign Corrupt Practices Act (the "FCPA") and other federal statutes and regulations, including those established by the Office of Foreign Assets Control ("OFAC"). Under these laws and regulations, as well as other anti-corruption laws, anti-money-laundering laws, export control laws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. A violation of these laws or regulations could adversely impact our business, results of operations and financial condition.

        Although we have implemented policies and procedures in these areas, we cannot assure you that our policies and procedures are sufficient or that directors, officers, employees, representatives, manufacturers, supplier and agents have not engaged and will not engage in conduct for which we may be held responsible, nor can we assure you that our business partners have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to us or even result in our being held liable for such conduct. Violations of the FCPA, OFAC restrictions or other export control, anti-corruption, anti-money-laundering and anti-terrorism laws or regulations may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our substantial global operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial condition and results of operations.

        We expect sales from international markets to continue to represent a large portion of our sales in the future. Also, a significant portion of our manufacturing capacity is located outside of the United States. Accordingly, our business is subject to risks related to the differing legal, political, cultural, social and regulatory requirements and economic conditions of many jurisdictions.

        Certain legal and political risks are also inherent in the operation of a company with our global scope. For example, it may be more difficult for us to enforce our agreements or collect receivables through foreign legal systems . There is a risk that foreign governments may nationalize private enterprises in certain countries where we operate. In certain countries or regions, terrorist activities and the response to such activities may threaten our operations more than in the United States. Social and cultural norms in certain countries may not support compliance with our corporate policies including those that require compliance with substantive laws and regulations. Also, changes in general economic and political conditions in countries where we operate are a risk to our financial performance and future growth.

        As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to our multinational operations will not have an adverse effect on our business, financial condition or results of operations.

Our efforts to transform our businesses may require significant investments; if our strategies are unsuccessful, our business, results of operations and/or financial condition may be materially adversely affected.

        We intend to continuously evaluate opportunities for growth and change. These initiatives may involve making acquisitions, entering into partnerships and joint ventures, divesting assets, restructuring our existing assets and operations, creating new financial structures and building new facilities—any of which could require a significant investment and subject us to new kinds of risks. We may incur indebtedness to finance these opportunities. We could also issue shares of our stock or securities of our subsidiaries to finance such initiatives. If our strategies for growth and change are not successful, we could face increased financial pressure, such as increased cash flow demands, reduced liquidity and diminished access to financial markets, and the equity value of our businesses could be diluted.

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        The implementation of strategies for growth and change may create additional risks, including:

    diversion of management time and attention away from existing operations;

    requiring capital investment that could otherwise be used for the operation and growth of our existing businesses;

    disruptions to important business relationships;

    increased operating costs;

    limitations imposed by various governmental entities;

    use of limited investment and other baskets under our debt covenants;

    difficulties realizing projected synergies;

    difficulties due to lack of or limited prior experience in any new markets we may enter; and

    difficulty integrating acquired businesses or products with our existing businesses.

        Our inability to mitigate these risks or other problems encountered in connection with our strategies for growth and change could have a material adverse effect on our business, results of operations and financial condition. In addition, we may fail to fully achieve the savings or growth projected for current or future initiatives notwithstanding the expenditure of substantial resources in pursuit thereof.

If we are unable to successfully implement our cost reduction program and related strategic initiatives, we may not realize the benefits we anticipate from such programs.

        In order to position ourselves for our separation from Huntsman, we undertook a series of strategic, structural and process realignment and restructuring actions within our operations, including certain plans for additional business improvement that are expected to be completed by the end of 2018. In recent periods we have recorded restructuring charges in connection with closing certain plant locations, workforce reductions and other cost savings programs in each of our business segments. For example, we have delivered more than $200 million of annual cost synergies in the year ended December 31, 2016 relative to the year ended December 31, 2014 pro forma for the acquisition of Rockwood. However, any additional incremental plans, internal reorganization and restructuring may not provide the benefits we expect, and could lead to disruption of our operations, loss of, or inability to recruit, key personnel needed to operate and grow our businesses following the spin-off and impairment of our key customer and supplier relationships. If we fail to achieve some or all of the benefits that we expect to achieve through these restructuring initiatives, or do not achieve them in the time we expected, our business, financial condition and results of operations could be adversely affected.

If we are unable to innovate and successfully introduce new products, or new technologies or processes, our profitability could be adversely affected.

        Our industries and the end-use markets into which we sell our products experience periodic technological change and product improvement. Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets and on our ability to fund and successfully develop, manufacture and market products in such changing end-use markets. We must continue to identify, develop and market innovative products or enhance existing products on a timely basis to maintain our profit margins and our competitive position. We may be unable to develop new products or technology, either alone or with third parties, or license intellectual property rights from third parties on a commercially competitive basis. If we fail to keep pace with the evolving technological innovations in our end-use markets on a competitive basis, including with respect to innovation or the development of alternative uses for, or application of, our products, our financial condition and results of operations could be adversely affected. We cannot predict whether technological innovations will, in the

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future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets, competitive environments and laws and regulations. We cannot anticipate market acceptance of new products or future products. In addition, we may not achieve our expected benefits associated with new products developed to meet new laws or regulations if the implementation of such laws or regulations is delayed.

Differences in views with our joint venture participants may cause our joint ventures not to operate according to their business plans, which may adversely affect our results of operations.

        We currently participate in a number of joint ventures, including our joint venture in Lake Charles, Louisiana with Kronos Worldwide, Inc. ("Kronos") and our Harrisburg, North Carolina joint venture with The Dow Chemical Company, and may enter into additional joint ventures in the future. The nature of a joint venture requires us to share control with unaffiliated third parties. Differences in views among joint venture participants may result in delayed decisions or failure to agree on major decisions. If these differences cause the joint ventures to deviate from their business plans or to fail to achieve their desired operating performance, our results of operations could be adversely affected.

Construction projects are subject to numerous regulatory, environmental, legal and economic risks. We cannot assure you that any such project will be completed in a timely fashion or at all or that we will realize the anticipated benefits of any such project.

        Additions to or modifications of our existing facilities and the construction of new facilities involve numerous regulatory, environmental, legal and economic uncertainties, many of which are beyond our control. Expansion and construction projects may require the expenditure of significant amounts of capital. These projects may not be completed on schedule, at the budgeted cost or at all. If our projects are delayed materially or our capital expenditures for such projects increase significantly, our results of operations and cash flows could be adversely affected.

        Even if these projects are completed, there can be no assurance that we will realize the anticipated benefits of such projects. For example, we are now commissioning a new production facility in Augusta, Georgia for the synthesis of iron oxide pigments, which we purchased from Rockwood. During commissioning, the facility has experienced delays producing products at the expected specifications and quantities, causing us to question the capabilities of the Augusta technology. Based on the facility's performance during the commissioning process, we have concluded that production capacity at our Augusta facility will be substantially lower than originally anticipated.

We will have $             million of indebtedness following the spin-off, a portion of which will be subject to variable interest rates. Our indebtedness may make us more vulnerable to economic downturns and may limit our ability to respond to market conditions, to obtain additional financing or to refinance our debt. We may also incur more debt in the future.

        In connection with the spin-off, we expect to incur up to approximately $             million of new debt, which may include issuances of senior notes, term loans, borrowings under an asset-based lending facility or a revolving credit facility or a combination thereof. After we have entered into our new financing arrangements but prior to the completion of the spin-off, we intend to use the proceeds therefrom to make a cash distribution of $             million to Huntsman and to repay intercompany debt we owe to Huntsman. Our anticipated debt level and the fact that a significant percentage of our cash flow will be required to make payments on our debt, could have important consequences for our business, including but not limited to the following:

    we may be more vulnerable to business, industry or economic downturns, making it more difficult to respond to market conditions;

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    cash flow available for other purposes, including the growth of our business, may be reduced;

    our ability to refinance or obtain additional financing may be constrained, particularly during periods when the capital markets are unsettled;

    our competitors with lower debt levels may have a competitive advantage relative to us; and

    part of our debt is subject to variable interest rates, which makes us more vulnerable to increases in interest rates (for example, a 1% increase in interest rates, without giving effect to interest rate hedges or other offsetting items, would increase our annual interest rate expense by approximately $             million).

        In addition, our separation from Huntsman's other business may increase the overall cost of debt funding and decrease the overall capacity and commercial credit available to us. Our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or by factors adversely affecting the credit markets generally.

We are subject to many environmental, health and safety laws and regulations that may result in unanticipated costs or liabilities, which could reduce our profitability.

        Our properties and operations, including our global manufacturing facilities, are subject to a broad array of environmental health and safety ("EHS") requirements, including extensive federal, state, local, foreign and international laws, regulations, rules and ordinances relating to pollution, protection of the environment and human health and safety, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. There has been a been a global upward trend in the number and complexity of current and proposed EHS laws and regulations, including those relating to the chemicals used and generated in our operations and included in our products. The costs to comply with these EHS laws and regulations, as well as internal voluntary programs and goals, are significant and will continue to be significant in the foreseeable future.

        Our facilities are dependent on environmental permits to operate. These operating permits are subject to modification, renewal and revocation, which could have a material adverse effect on our operations and our financial condition. In addition, third parties may contest our ability to receive or renew certain permits that we need to operate, which can lengthen the application process or even prevent us from obtaining necessary permits. Moreover, actual or alleged violations of permit requirements could result in restrictions or prohibitions on our operations and facilities.

        In addition, we expect to incur significant capital expenditures and operating costs in order to comply with existing and future EHS laws and regulations. Capital expenditures and operating costs relating to EHS matters will be subject to evolving requirements, and the timing and amount of such expenditures and costs will depend on the timing of the promulgation of the requirements as well as the enforcement of specific standards.

        We are also liable for the costs of investigating and cleaning up environmental contamination on or from our currently-owned and operated properties. We also may be liable for environmental contamination on or from our formerly-owned and operated properties, and on or from third-party sites to which we sent hazardous substances or waste materials for disposal. In many circumstances, EHS laws and regulations impose joint, several, and/or strict liability for contamination, and therefore we may be held liable for cleaning up contamination at currently owned properties even if the contamination were caused by a former owner, or at third-party sites even if our original disposal activities according with all then existing regulatory requirements. Moreover, certain of our facilities are in close proximity to other industrial manufacturing sites. In these locations, the source of contamination resulting from discharges into the environment may not be clear. We could potentially be held responsible for such liabilities even if the contamination did not originate from our sites, and we may have to incur significant costs to respond to any remedies imposed, or to defend any actions initiated, by environmental agencies.

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        Changes in EHS laws and regulations, violations of EHS law or regulations that result in civil or criminal sanctions, the revocation or modification of EHS permits, the bringing of investigations or enforcement proceedings against us by governmental agencies, the bringing of private claims alleging environmental damages against us, the discovery of contamination on our current or former properties or at third-party disposal sites, could reduce our profitability or have a material adverse effect on our operations and financial condition.

Many of our products and operations are subject to the chemical control laws of the countries in which they are located.

        We are subject to a wide array of laws governing chemicals, including the regulation of chemical substances and inventories under the Toxic Substances Control Act ("TSCA") in the U.S. and the Registration, Evaluation and Authorization of Chemicals ("REACH") regulation in Europe. Analogous regimes exist in other parts of the world, including China, South Korea, and Taiwan. In addition, a number of countries where we operate, including the U.K., have adopted rules to conform chemical labeling in accordance with the globally harmonized system. Many of these foreign regulatory regimes are in the process of a multi-year implementation period for these rules.

        Additional new laws and regulations may be enacted or adopted by various regulatory agencies globally. For example, the United States Environmental Protection Agency ("EPA") finalized revisions to its Risk Management Program in January 2017. The revisions would impose new requirements for certain facilities to perform hazard analysis, third-party auditing, incident investigations and root cause analyses, emergency response exercises, and to publically share chemical and process information. Compliance for many of the rule's new requirements would be required beginning in 2021. On March 13, 2017, the EPA announced that it would reconsider the January 2017 revisions to the rule, and on March 16, 2017, the EPA delayed the effective date of the rule until June 19, 2017. The U.S. Occupational Safety and Health Administration may also consider changes to its Process Safety Management standards. In addition, TSCA reform legislation was enacted in June 2016, and the EPA has begun the process of issuing new chemical control regulations. For example, the recent amendments to TSCA require the EPA to designate chemical substances on the TSCA Chemical Substance Inventory as either "active" or "inactive" in U.S. commerce. The EPA proposed a rule to do so on January 13, 2017. The costs of compliance with any new laws or regulations cannot be estimated until the manner in which they will be implemented has been more precisely defined.

        Furthermore, governmental, regulatory and societal demands for increasing levels of product safety and environmental protection could result in increased pressure for more stringent regulatory control with respect to the chemical industry. In addition, these concerns could influence public perceptions regarding our products and operations, the viability of certain products, our reputation, the cost to comply with regulations, and the ability to attract and retain employees. Moreover, changes in product safety and environmental protection regulations could inhibit or interrupt our operations, or require us to modify our facilities or operations. Accordingly, product safety and environmental matters may cause us to incur significant unanticipated losses, costs or liabilities, which could reduce our profitability. For example, several of our products are being evaluated under REACH regulations and their classification could negatively impact sales.

Our operations are increasingly subject to climate change regulations that seek to reduce emissions of greenhouse gases.

        Our operations are increasingly subject to regulations that seek to reduce emissions of greenhouse gases, or GHGs, such as carbon dioxide and methane, which may be contributing to changes in the Earth's climate. There are existing efforts to address GHG emissions at the international, national, and regional levels. For example, the 2015 Paris climate summit agreement resulted in voluntary commitments by numerous countries to reduce their GHG emissions. The agreement entered into force on November 4,

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2016 and could result in additional firm commitments by various nations with respect to future GHG emissions. The EU also regulates GHGs under the EU Emissions Trading Scheme. China has begun pilot programs for carbon taxes and trading of GHG emissions in selected areas.

        In the U.S., the EPA issued its final Clean Power Plan rules that establish carbon pollution standards for power plants, called CO2 emission performance rates, in 2015. In February 2016, the U.S. Supreme Court granted a stay of the implementation of the Clean Power Plan. This stay will remain in effect until the conclusion of the appeals process. On March 28, 2017, the Trump administration issued an executive order directing the EPA to review the Clean Power Plan. On the same day, the EPA filed a motion in the U.S. Court of Appeals for the D. C. Circuit requesting that the court hold the case in abeyance while the EPA conducts its review of the Clean Power Plan. It is not yet clear what changes, if any, will result from the EPA's review, or how the courts will rule on the legality of the Clean Power Plan. If the rules survive the EPA's review, are upheld at the conclusion of this appellate process, and depending on how states decide to implement these rules, they may result in national or regional credit trading schemes. Collectively, these rules and agreements may affect the long-term price and supply of electricity and natural gas and demand for products that contribute to energy efficiency and renewable energy. These various regulations and agreements are likely to result in increased costs to purchased energy, additional capital costs for installation or modification of GHG emitting equipment, and additional costs associated directly with GHG emissions (such as cap and trade systems or carbon taxes), which are primarily related to energy use. Compliance with these regulations and any more stringent restrictions in the future may increase our operational costs.

        In addition, some scientists have concluded that increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events. If any such effects were to occur in areas where we or our clients operate, they could have an adverse effect on our assets and operations.

We may need additional capital in the future and may not be able to obtain it on favorable terms.

        Our Titanium Dioxide businesses are capital intensive, and our success depends to a significant degree on our ability to develop and market innovative products and to update our facilities and process technology. We may require additional capital in the future to finance our growth and development, implement further marketing and sales activities, fund ongoing research and development activities, and meet general working capital needs. Our capital requirements will depend on many factors, including acceptance of, and demand for, our products, the extent to which we invest in new technology and research and development projects, and the status and timing of these developments, as well as general availability of capital from debt and/or equity markets. Additional financing may not be available when needed on terms favorable to us, or at all. Further, the terms of our debt may limit our ability to incur additional indebtedness or issue additional equity. If we are unable to obtain adequate funds on acceptable terms, we may be unable to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures, which could harm our business.

The markets for many of our products have seasonally affected sales patterns.

        The demand for TiO2 and certain of our other products during a given year is subject to seasonal fluctuations. Because TiO2 is widely used in paint and other coatings, demand is higher in the painting seasons of spring and summer in the Northern Hemisphere. We may be adversely affected by anticipated or unanticipated changes in regional weather conditions. For example, poor weather conditions in a region can lead to an abbreviated painting season, which can depress consumer sales of paint products that use TiO2, which could have a negative effect on our cash position.

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Our operations involve risks that may increase our operating costs, which could reduce our profitability.

        Although we take precautions to enhance the safety of our operations and minimize the risk of disruptions, our operations are subject to hazards inherent in the manufacturing and marketing of chemical and other products. These hazards include: chemical spills, pipeline leaks and ruptures, storage tank leaks, discharges or releases of toxic or hazardous substances or gases and other hazards incident to the manufacturing, processing, handling, transportation and storage of dangerous chemicals. We are also potentially subject to other hazards, including natural disasters and severe weather; explosions and fires; transportation problems, including interruptions, spills and leaks; mechanical failures; unscheduled downtimes; labor difficulties; remediation complications; and other risks. In addition, some equipment and operations at our facilities are owned or controlled by third parties who may not be fully integrated into our safety programs and over whom we are able to exercise limited control. Many potential hazards can cause bodily injury and loss of life, severe damage to or destruction of property and equipment and environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties and liabilities. Furthermore, we are subject to present and future claims with respect to workplace exposure, exposure of contractors on our premises as well as other persons located nearby, workers' compensation and other matters.

        We maintain property, business interruption, products liability and casualty insurance policies which we believe are in accordance with customary industry practices, as well as insurance policies covering other types of risks, including pollution legal liability insurance, but we are not fully insured against all potential hazards and risks incident to our business. Each of these insurance policies is subject to customary exclusions, deductibles and coverage limits, in accordance with industry standards and practices. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our business, results of operations, financial condition and liquidity.

Our operations, financial condition and liquidity could be adversely affected by legal claims against us, including antitrust claims.

        We face risks arising from various legal actions, including matters relating to antitrust, product liability, intellectual property and environmental claims. It is possible that judgments could be rendered against us in these cases or others for which we could be uninsured or not covered by indemnity, or which may be beyond the amounts that we currently have reserved or anticipate incurring for such matters. Over the past few years, antitrust claims have been made against TiO2 companies, including Huntsman. In this type of litigation, the plaintiffs generally seek treble damages, which may be significant. An adverse outcome in any claim could be material and significantly impact our operations, financial condition and liquidity. In addition, we are subject to various claims and litigation in the ordinary course of business. For more information, see "Business—Legal Proceedings" below.

We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology systems could materially affect our operations.

        We rely on information technology systems across our operations, including for management, supply chain and financial information and various other processes and transactions. Our ability to effectively manage our business depends on the security, reliability and capacity of these systems. Information technology system failures, network disruptions or breaches of security could disrupt our operations, cause delays or cancellations of customer orders or impede the manufacture or shipment of products, processing of transactions or reporting of financial results. An attack or other problem with our systems could also result in the disclosure of proprietary information about our business or confidential information concerning our customers or employees, which could result in significant damage to our business and our reputation.

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        We have put in place security measures designed to protect against the misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information, or disruption of our operations. Current employees have, and former employees may have, access to a significant amount of information regarding our operations which could be disclosed to our competitors or otherwise used to harm us. Moreover, our operations in certain locations, such as China, may be particularly vulnerable to security attacks or other problems. Any breach of our security measures could result in unauthorized access to and misappropriation of our information, corruption of data or disruption of operations or transactions, any of which could have a material adverse effect on our business.

        In addition, we could be required to expend significant additional amounts to respond to information technology issues or to protect against threatened or actual security breaches. We may not be able to implement measures that will protect against the significant risks to our information technology systems.

Economic conditions and regulatory changes following the U.K.'s likely exit from the European Union could adversely impact our operations, operating results and financial condition.

        Following a referendum in June 2016, in which voters in the U.K. approved an exit from the EU, the U.K. government initiated the process to leave the EU (often referred to as Brexit). On March 29, 2017, the U.K. government initiated the formal process of Brexit and began discussions with the EU. The process is expected to be completed within the next two years. The referendum triggered short-term financial volatility, including a decline in the value of the British pound sterling in comparison to both the U.S. dollar and euro. It is expected that Brexit will continue to impact economic conditions in the EU. The future effects of Brexit will depend on any agreements the U.K. makes to retain access to the EU or other markets either during a transitional period or more permanently. Given the lack of comparable precedent, it is unclear what financial, trade and legal implications the withdrawal of the U.K. from the EU would have and how such withdrawal would affect our Company.

        We derive a significant portion of our revenues from sales outside the U.S., including 40% from continental Europe and 5% from the U.K. in 2016. The consequences of Brexit, together with the significant uncertainty regarding the terms on which the U.K. will leave the EU, could introduce significant uncertainties into global financial markets and adversely impact the markets in which we and our customers operate. Brexit could also create uncertainty with respect to the legal and regulatory requirements to which we and our customers in the U.K. are subject and lead to divergent national laws and regulations as the U.K. government determines which EU laws to replace or replicate.

        While we are not experiencing any immediate adverse impact on our financial condition as a direct result of Brexit, adverse consequences such as deterioration in economic conditions, volatility in currency exchange rates or adverse changes in regulation could have a negative impact on our future operations, operating results and financial condition. All of these potential consequences could be further magnified if additional countries were to seek to exit the EU.

Failure to maintain effective internal controls could adversely affect our ability to meet our reporting requirements.

        The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. One key aspect of the Sarbanes-Oxley Act is that we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, with auditor attestation of the effectiveness of our internal controls, beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2018. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our common stock could decline

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and we could be subject to regulatory penalties or investigations by the NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources.

        Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. Internal controls over financial reporting may not prevent or detect misstatements because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our operating results could be misreported. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the effectiveness of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could be a material adverse effect on our stock price.

        The process of implementing internal controls in connection with our operation as a stand-alone company requires significant attention from management and we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Difficulties encountered in their implementation could harm our results of operations or cause us to fail to meet our reporting obligations. If we fail to obtain the quality of administrative services necessary to operate effectively or incur greater costs in obtaining these services, our profitability, financial condition and results of operations may be materially and adversely affected.

Our results of operations could be adversely affected by our indemnification of Huntsman and other commitments and contingencies.

        In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. Additionally, we are required to indemnify Huntsman for uncapped amounts with regard to liabilities allocated to, or assumed by us under each of the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement that we expect to execute prior to the spin-off. These indemnification obligations to date have included defense costs associated with certain litigation matters as well as certain damages awards, settlements, and penalties. As we are required to make payments, such payments could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our results of operations. In addition, in the event that Huntsman seeks indemnification for adverse trial rulings or outcomes, these indemnification claims could materially adversely affect our financial condition. Disputes between Huntsman and us may also arise with respect to indemnification matters including disputes based on matters of law or contract interpretation. If and to the extent these disputes arise, they could materially adversely affect us.

Financial difficulties and related problems experienced by our customers, vendors, suppliers and other business partners could have a material adverse effect on our business.

        During periods of economic disruption, more of our customers than normal may experience financial difficulties, including bankruptcies, restructurings and liquidations, which could affect our business by reducing sales, increasing our risk in extending trade credit to customers and reducing our profitability. A significant adverse change in a customer relationship or in a customer's financial position could cause us to limit or discontinue business with that customer, require us to assume more credit risk relating to that customer's receivables or limit our ability to collect accounts receivable from that customer.

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Our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability is sufficient to satisfy their requirements for doing or continuing to do business with them.

        Some of our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability is sufficient to satisfy their requirements for doing or continuing to do business with them, and may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our flexibility in managing our labor force may be adversely affected by existing or new labor and employment laws and policies in the jurisdictions in which we operate, many of which are more onerous than those of the United States; and some of our labor force has substantial workers' council or trade union participation, which creates a risk of disruption from labor disputes.

        The global nature of our business presents difficulties in hiring and maintaining a workforce in certain countries. The majority of our employees are located outside the U.S. In many of these countries, including the U.K., Italy, Germany, France, Spain, Finland and Malaysia, labor and employment laws may be more onerous than in the U.S. and, in many cases, grant significant job protection to employees, including rights on termination of employment.

        We are required to consult with, and seek the consent or advice of, various employee groups or works councils that represent our employees for any changes to our activities or employee benefits. This requirement could have a significant impact on our flexibility in managing costs and responding to market changes.

Our future success depends on our ability to retain key executives and to identify, attract, retain and motivate qualified senior management and personnel.

        We are highly dependent on the experience and strong relationships in the chemicals industry, and financial and business development expertise of Simon Turner, our President and Chief Executive Officer and Kurt Ogden, our Senior Vice President and Chief Financial Officer. Because of our reliance on our senior management team, our future success depends, in part, on our ability to identify, attract, develop and retain key personnel and talent to succeed our senior management and other key positions throughout the organization. The loss of the services of our executive officers or other key employees could impede the achievement of our strategic objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully manage, develop and grow in a highly technical chemicals industry. This risk is further enhanced by the planned spin-off from Huntsman. If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees.

Conflicts, military actions, terrorist attacks and general instability, particularly in certain energy-producing nations, along with increased security regulations related to our industry, could adversely affect our business.

        Conflicts, military actions and terrorist attacks have precipitated economic instability and turmoil in financial markets. Instability and turmoil, particularly in energy-producing nations, may result in raw material cost increases. The uncertainty and economic disruption resulting from hostilities, military action or acts of terrorism may impact any or all of our facilities and operations or those of our suppliers or customers. Accordingly, any conflict, military action or terrorist attack that impacts us or any of our

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suppliers or customers, could have a material adverse effect on our business, results of operations, financial condition and liquidity.

        In addition, a number of governments have instituted regulations attempting to increase the security of chemical plants and the transportation of hazardous chemicals, which could result in higher operating costs and could have a material adverse effect on our financial condition and liquidity.

Risks Related to Intellectual Property

Our business is dependent on our intellectual property. If we are unable to enforce our intellectual property rights and prevent use of our intellectual property by third parties, our ability to compete may be adversely affected.

        Protection of our proprietary processes, apparatuses and other technology is important to our business. We rely on patent protection, as well as a combination of copyright and trade secret laws to protect and prevent others from duplicating our proprietary processes, apparatuses and technology. While a presumption of validity exists with respect to patents issued to us in the U.S., there can be no assurance that any of our patents will not be challenged, invalidated, circumvented or rendered unenforceable. Such means may afford only limited protection of our intellectual property and may not; (i) prevent our competitors from duplicating our processes or technology; (ii) prevent our competitors from gaining access to our proprietary information and technology; or (iii) permit us to gain or maintain a competitive advantage. In addition, our competitors or other third parties may obtain patents that restrict or preclude our ability to lawfully produce or sell our products in a competitive manner, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

        We generally seek to apply for patents or for similar statutory protections as and if we deem appropriate, based on then-current facts and circumstances, and we will continue to do so in the future. No assurances can be given that any patent application that we have filed or will file will result in issuance of a patent, or that any existing or future patents issued to us will afford adequate or meaningful protection against competitors or against similar technology. If our patent claims are rendered invalid or unenforceable, or narrowed in scope, the patent coverage afforded our products could be impaired. Such impairment could significantly impede our ability to market our products, negatively affect our competitive position and harm our business and operating results. Our patents and patent applications may cover particular aspects of our products. Competitors and other third parties may be able to circumvent or design around our patents. Competitors may develop and obtain patent protection for more effective technologies, designs or methods. In addition, no assurances can be given that third parties will not create new products or methods that achieve similar results without infringing upon patents we own. If these developments were to occur, it could have an adverse effect on our sales or market position.

        We rely upon trade secrets and other confidential and proprietary know-how and continuing technological innovation to develop and maintain our competitive position. While it is our policy to enter into agreements imposing nondisclosure and confidentiality obligations upon our employees and third parties to protect our intellectual property, these confidentiality obligations may be breached, may not provide meaningful protection for our trade secrets or proprietary know-how, or adequate remedies may not be available in the event of an unauthorized access, use or disclosure of our trade secrets and know-how. Furthermore, despite the existence of such nondisclosure and confidentiality agreements, or other contractual restrictions, we may not be able to prevent the unauthorized disclosure or use of our confidential proprietary information or trade secrets by consultants, vendors, former employees or current employees. And the laws of foreign countries may not protect our intellectual property rights effectively or to the same extent as the laws of the United States. In addition, others could obtain knowledge of our trade secrets through independent development or other access by legal means. The occurrence of such events could limit or preclude our ability produce or sell our products in a competitive manner, which could have a material adverse effect on our business, competitive position, financial condition or liquidity.

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        We may not be able to effectively protect our intellectual property rights from misappropriation or infringement in countries where effective patent, trademark, trade secret and other intellectual property laws and judicial systems may be unavailable, or may not protect our proprietary rights to the same extent as U.S. law. Filing, prosecuting and defending our intellectual property in all countries throughout the world may be prohibitively expensive. Moreover, the laws of some countries outside of the United States do not afford intellectual property protection to the same extent as the laws of the United States.

        The lack of adequate legal protections of intellectual property or failure of legal remedies for related actions could have a material adverse effect on our business, results of operations, financial condition and liquidity.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

        We rely on our trademarks, service marks, domain names and logos to market our brands and to build and maintain brand loyalty and recognition. We rely on trademark protections to protect our business and our products and services. We generally seek to register and continue to register and renew, or secure by contract where appropriate, trademarks, trade names and service marks as they are developed and used, and reserve, register and renew domain names as appropriate. Our registered or unregistered trademarks, trade names or service marks may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Effective trademark protection may not be available or may not be sought in every country in which our products are made available and contractual disputes may affect the use of marks governed by private contract. We may not be able to protect our rights to these trademarks, domain names and trade names, which we need to build brand name recognition by potential customers or partners in our markets of interest. And while we seek to protect the trademarks we use in the United States and in other countries, we may be unsuccessful in obtaining registrations and/or otherwise protecting these trademarks. If that were to happen, we may be prevented from using our names, brands and trademarks unless we enter into appropriate royalty, license or coexistence agreements.

We are dependent on proprietary technology licensed from others. If we lose our licenses, we may not be able to continue developing and manufacturing our products.

        We have obtained licenses that give us rights to third party intellectual property that is necessary or useful to our business. These license agreements covering our products impose various royalty and other obligations on us. One or more of our licensors may allege that we have breached our license agreement with them, and accordingly seek to terminate our license. If we materially breach the obligations in our license agreements, the licensor typically has the right to terminate the license and we may not be able to market products that were covered by the license, which could adversely affect our competitive business position and harm our business prospects. In addition, any claims brought against us by our licensors could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations.

Third parties may claim that we infringe on their proprietary intellectual property rights, and resulting litigation may be costly, result in the diversion of management's time and efforts, require us to pay damages or prevent us from marketing our existing or future products.

        Our commercial success will depend in part on not infringing, misappropriating or violating the intellectual property rights of others. From time to time, we may be subject to legal proceedings and claims, including claims of alleged infringement of trademarks, copyrights, patents and other intellectual property rights held by third parties. In the future, third parties may sue us for alleged infringement of their proprietary or intellectual property rights. We may not be aware of whether our products do or will infringe existing or future patents or the intellectual property rights of others. Any litigation in this regard, regardless of outcome or merit, could result in substantial costs and diversion of management and

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technical resources as well as harm to our brand, any of which could adversely affect our business, financial condition and results of operations.

Risks Related to the Spin-Off

We may not realize the anticipated benefits from our separation from Huntsman.

        We may not realize the benefits that we anticipate from our separation from Huntsman. These benefits include the following:

    creating two separate businesses that will be industry leaders in their respective areas of operations;

    enhancing the ability of each company to focus on their respective businesses and unique opportunities for long-term growth and profitability and to allocate capital and corporate resources in a manner that focuses on achieving each company's own strategic priorities;

    providing each company with increased flexibility to pursue strategic alternatives, including acquisitions, without having to consider the potential impact on the businesses of the other company, including funding such acquisitions using their respective common equity;

    creating two separate capital structures that will afford each company direct access to the debt and equity capital markets to fund their respective growth strategies and to establish an appropriate capital structure for their business needs;

    improving each company's ability to attract and retain individuals with the appropriate skill sets as well as to better align compensation and incentives, including equity compensation, with the performance of these different businesses; and

    allowing investors to evaluate the separate investment identities of each company, including the distinct merits, performance and future prospects of their respective businesses.

        We may not achieve the anticipated benefits from our separation for a variety of reasons. For example, the process of separating our business from Huntsman and operating as a separate, public company may distract our management from focusing on our business and strategic priorities. In addition, we may not generate sufficient cash flow to fund our growth plans and to generate acceptable returns. Moreover, even with equity compensation tied to our business, we may not be able to attract and retain employees as desired. We also may not fully realize the anticipated benefits from our separation if any of the other matters identified as risks in this "Risk Factors" section were to occur.

The combined market value of Huntsman and our shares after the spin-off may not equal or exceed the market value of Huntsman shares prior to the spin-off.

        We cannot assure you that the combined trading prices of Huntsman's common stock and our common stock after the spin-off, as adjusted for any changes in the combined capitalization of these companies, will be equal to or greater than the market price of Huntsman common stock prior to the spin-off. Until the market has fully evaluated the business of Huntsman without its Pigments & Additives segment, the price at which Huntsman common stock trades may fluctuate significantly. Similarly, until the market has fully evaluated our company, the price at which our common stock trades may fluctuate significantly.

Our historical and pro forma financial information may not be representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

        The historical and pro forma financial information included in this information statement has been derived from Huntsman's accounting records and may not reflect what our financial position, results of operations or cash flows would have been had we been a separate, stand-alone entity during the periods

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presented or those that we will achieve in the future. Huntsman did not account for us, and we were not operated, as a separate, stand-alone company for the historical periods presented. The costs to operate our business as a separate public entity are expected to differ from the historical cost allocations, including corporate and administrative charges from Huntsman reflected in the accompanying historical and pro forma combined financial statements presented elsewhere in this information statement.

        We expect our recurring selling, general and administrative expenses to operate as a stand-alone public company will be lower than expenses historically allocated to us from Huntsman and reflected in our pro forma statements of operations by between $        million and $        million annually. These cost reductions principally relate to lower expected overhead costs for us relative to the allocation from Huntsman included in our pro forma statements of operations with respect to (i) finance, accounting, compliance, investor relations, treasury, internal audit and legal personnel, (ii) information technology costs (iii) professional fees associated with legal and other services, and (iv) executive compensation. Actual expenses could vary from this estimate and such variations could be material. Our capital expenditure requirements, including acquisitions, historically have been satisfied as part of Huntsman's companywide cash management practices. Following the spin-off, we will no longer have access to Huntsman's working capital, and we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities or other arrangements if our cash flow from operations is not sufficient to fund our capital expenditure requirements.

        For additional information about our past financial performance and the basis of presentation of our financial statements, see "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this information statement.

If we are unable to generate sufficient cash flow from our operations, our business, financial condition and results of operations may be materially and adversely affected.

        After the distribution, we will not be able to rely on Huntsman's earnings, assets or cash flow, and we will be responsible for obtaining and maintaining sufficient working capital and servicing our own debt. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations. Our ability to generate cash is subject in part to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash or repay or refinance our debt as it becomes due, we may be forced to take disadvantageous actions, including reducing spending on marketing and new product innovation, reducing financing in the future for working capital, capital expenditures and general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in our industry could be impaired.

In connection with our separation from Huntsman, we will indemnify Huntsman for certain liabilities, including those related to the operation of our business while it was still owned by Huntsman, and while Huntsman will indemnify us for certain liabilities, such indemnities may not be adequate.

        Pursuant to the Separation and Distribution Agreement and other agreements with Huntsman, Huntsman will agree to indemnify us for certain liabilities, including those related to the operation of our business while it was still owned by Huntsman, and we will agree to indemnify Huntsman for certain liabilities, in each case for uncapped amounts, as discussed further in "Arrangements Between Huntsman and Our Company." Indemnity payments that we may be required to provide Huntsman may be significant and could negatively impact our business, particularly indemnity payments relating to our actions that could impact the tax-free nature of the distribution. Third parties could also seek to hold us responsible for liabilities that Huntsman has agreed to retain. Further, there can be no assurance that the indemnity from

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Huntsman will be sufficient to protect us against the full amount of such liabilities, or that Huntsman will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Huntsman any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves.

We will incur additional expenses as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

        Historically, our operations have been fully integrated within Huntsman, and we have relied on Huntsman to provide certain corporate functions. As a public company, we will incur additional expenses various functions and services that we have not incurred historically. As part of Huntsman, we have been able to enjoy certain benefits from Huntsman's scale and purchasing power. As a separate, publicly traded company, we will not have similar negotiating leverage.

        Sarbanes-Oxley, as well as rules subsequently implemented by the SEC and the NYSE, have imposed increased regulation and disclosure and required enhanced corporate governance practices of public companies. We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increased selling and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities.

        In addition, after the spin-off, we will become obligated to file with the SEC annual and quarterly information and other reports. We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis.

Following our separation from Huntsman, Huntsman will provide us with certain transitional services that may not be sufficient to meet our needs. We may have difficulty finding supplemental or, ultimately, replacement services or be required to pay increased costs to supplement or, ultimately, replace these services.

        Certain administrative services required by us for the operation of our business are currently provided by Huntsman and its subsidiaries, including, administrative, payroll, human resources, data processing, EHS, financial audit support, financial transaction support, other support services, information technology systems and various other corporate services. Prior to the completion of the separation, we will enter into agreements with Huntsman related to the separation of our business operations from Huntsman, including a Transition Services Agreement. We believe it is helpful for Huntsman to provide transitional assistance for us under the Transition Services Agreement to facilitate the efficient operation of our business as we transition to becoming a stand-alone public company. These services may not be provided at the same level as when we were a business segment within Huntsman, and we may not be able to obtain the same benefits that we received prior to the spin-off. While these services are being provided to us by Huntsman, our operational flexibility to modify or implement changes with respect to such services or the amounts we pay for them will be limited. After the expiration or termination of the Transition Services Agreement, we may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we will receive from Huntsman under the Transition Services Agreement. Any failure or significant downtime in our own administrative systems or in Huntsman's administrative systems during the transitional period could result in unexpected costs, impact our results and/or prevent us from paying our suppliers or employees and performing other administrative services on a timely basis. Although we intend to replace portions of the services currently provided by Huntsman, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms as favorable as those we currently have in effect. For those services currently provided to us by Huntsman but that will not be provided under the Transition Services Agreement after the spin-off, there can be no assurance that we will be as effective performing these services on a stand-alone basis. See "Arrangements Between Huntsman and Our Company—Transition Services Agreement."

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        Furthermore, we will rely in some case on facilities shared with Huntsman pursuant to the Master Lease Agreement, and some of the facilities we will share are leased by Huntsman. We may experience unplanned disruptions to our operations in these facilities as a result of actions beyond our control. In some cases, we may share control with Huntsman and differences in views between us and Huntsman may result in delays and may cause us to fail to achieve our planned operating performance. As a result, our results of operations could be adversely affected.

The agreements between us and Huntsman will not be made on an arm's length basis.

        The agreements we will enter into with Huntsman in connection with the spin-off, including, but not limited to, the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Master Lease Agreement, Stockholder's and Registration Rights Agreement and Transition Services Agreement, will have been negotiated in the context of the spin-off while we were still a wholly-owned subsidiary of Huntsman. Accordingly, during the period in which the terms of those agreements will have been negotiated, we will not have had an independent board of directors or a management team independent of Huntsman. As a result, the terms of those agreements may not reflect terms that would have resulted from arm's-length negotiations between unaffiliated third parties. The terms relate to, among other things, the allocation of assets, liabilities, rights and other obligations between Huntsman and us. See "Arrangements Between Huntsman and Our Company" for a description of these obligations and the allocation of liabilities between Huntsman and us.

Our Tax Matters Agreement with Huntsman will limit our ability to take certain actions, including strategic transactions, and will require us to indemnify Huntsman for certain potentially significant tax liabilities.

        Under the Tax Matters Agreement, we will agree to take certain actions or refrain from taking certain actions to ensure that the separation and certain transactions taken in preparation for, or in connection with, the separation, qualify for tax-free status under the relevant provisions of the Code. We will also make various other covenants in the Tax Matters Agreement intended to ensure the tax-free status of the separation. These covenants (which may be waived by Huntsman) restrict our ability to sell assets outside the ordinary course of business and, during the first two years following the spin-off (or, if any Retained Securities are exchanged for Huntsman's third-party debt within 12 months following the spin-off, then during the first two years following the last such exchange), will prohibit (other than with respect to equity-based compensation plans) us from issuing or selling any additional common stock or other securities (including securities convertible into our common stock), or to enter into certain other corporate transactions.

        In addition, in connection with the request for the IRS private letter ruling addressing certain aspects of the spin-off, representations were made to the IRS to the effect that (i) during the period ending 12 months (subject to shortening under certain circumstances) after the spin-off (the "Initial Period"), no action will be taken (including the adoption of any plan or policy), that would (if implemented) actually or effectively result in the elimination of the disparate voting rights associated with our classes of common stock, and (ii) during the 24-month period after the Initial Period, no such action will be taken other than in connection with a transaction with one or more persons unrelated to the Company (for example, our merger with another corporation) with respect to which there was no agreement, understanding, arrangement, or substantial negotiations or discussions at any time during the 24-months prior to the end of the Initial Period. Covenants in the Tax Matters Agreement will restrict our ability to take actions that are inconsistent with these representations and compliance with such covenants may limit our ability to engage in certain transactions. See "Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

        Further, under certain circumstances, we may be required to indemnify Huntsman under the Tax Matters Agreement for certain taxes incurred as a result of the failure of the spin-off or certain

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transactions undertaken in preparation for, or in connection with, the spin-off, to qualify as tax-free transactions under the relevant provisions of the Code.

We could have significant tax liabilities for periods during which Huntsman operated our business.

        For any tax periods (or portions thereof) prior to the spin-off, we and one or more of our subsidiaries will be included in consolidated, combined, unitary or similar tax reporting groups with Huntsman (including Huntsman's consolidated group for U.S. federal income tax purposes). Applicable laws (include U.S. federal income tax laws) often provide that each member of such a tax reporting group is liable for the group's entire tax obligation. Thus, to the extent Huntsman or other members of a tax reporting group of which we or one of our subsidiaries was a member fails to make any tax payments required by law, we could be liable for the shortfall. Huntsman is expected to indemnify us for any taxes attributable to Huntsman that we or one of our subsidiaries are required to pay as a result of our (or one of our subsidiaries') membership in such a tax reporting group with Huntsman. We expect we will also be responsible for any increase in Huntsman's tax liability for any period in which we or any of our subsidiaries are combined or consolidated with Huntsman if such increase results from audit adjustments attributable to our business.

        Further, by virtue of Huntsman's controlling ownership and the Tax Matters Agreement, Huntsman will effectively control all of our tax decisions in connection with any tax reporting group tax returns in which we (or any of our subsidiaries) are included. The Tax Matters Agreement is expected to provide that Huntsman will have sole authority to respond to and conduct all tax proceedings (including tax audits) and to prepare and file all such reporting group tax returns in which we or one of our subsidiaries are included on our behalf (including the making of any tax elections). This arrangement may result in conflicts of interest between Huntsman and us. See "Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

        See note "18. Income Taxes" to our combined financial statements for the amount of our known contingent tax liabilities. We currently have no reason to believe that we have any unrecorded outstanding tax liabilities from prior years; however, due to the inherent complexity of tax law, the many countries in which we operate, and the unpredictable nature of tax authorities, we believe there is inherent uncertainty.

The amount of tax for which we are liable for taxable periods preceding the spin-off may be impacted by elections Huntsman makes on our behalf.

        Under the Tax Matters Agreement, Huntsman is expected to have the right to make all elections for taxable periods preceding the spin-off. As a result, the amount of tax for which we are liable for taxable periods preceding the spin-off may be impacted by elections Huntsman makes on our behalf.

Huntsman, its stockholders, or we could have significant tax liabilities if the separation, and certain transactions in preparation therefor, are not tax-free.

        The separation is conditioned on Huntsman receiving an opinion from its tax advisor that (i) Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code, and (ii) certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code. Tax advisor's opinion will, in part, be based upon an IRS private letter ruling received by Huntsman to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of Section 361(c)(1) and 361(c)(3) of the Code, and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction. The IRS private

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letter ruling was issued in reliance on, and the tax opinion will rely on, facts, assumptions, representations and undertakings from Huntsman and us regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are, or become, incorrect or not otherwise satisfied, Huntsman may not be able to rely on the private letter ruling or the tax opinion and could be subject to significant tax liabilities. In addition, an advisor's opinion is not binding upon the IRS, so, notwithstanding the opinion of Huntsman's tax advisor, the IRS could conclude upon audit that the separation is taxable in full or in part. The IRS may determine that the separation is taxable for other reasons, including as a result of certain significant changes in the stock ownership of Huntsman or us after the separation. If the separation is determined to be taxable for U.S. federal income tax purposes, Huntsman or its stockholders could incur significant income tax liabilities, and we could incur significant liabilities. For a discussion of the potential tax consequences to Huntsman stockholders if the separation is determined to be taxable, see "The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off." For a description of the sharing of such liabilities between Huntsman and us, see "Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

Following the spin-off, certain members of our board of directors and management may have actual or potential conflicts of interest because of their ownership of shares of common stock of Huntsman and the expected overlap of            members of our Board with the board of directors of Huntsman.

        Following the spin-off,            certain members of our board of directors and management will initially own common stock of Huntsman or options to purchase common stock of Huntsman because of their current or prior relationships with Huntsman, which could create, or appear to create, potential conflicts of interest when our directors and executive officers are faced with decisions that could have different implications for Huntsman and us.

        In addition, we expect the board of directors of each of Venator and Huntsman to have            members in common after the separation, including            , which could create actual or potential conflicts of interest.

The spin-off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

        The separation is subject to review under various state and federal fraudulent conveyance laws. Under these laws, if a court in a lawsuit by an unpaid creditor or an entity vested with the power of such creditor (including a trustee or debtor-in-possession in a bankruptcy by us or Huntsman or any of our respective subsidiaries) were to determine that Huntsman or any of its subsidiaries did not receive fair consideration or reasonably equivalent value for distributing our common stock or taking other action as part of the separation, or that we or any of our subsidiaries did not receive fair consideration or reasonably equivalent value for incurring indebtedness, including the new debt incurred by us in connection with the separation, transferring assets or taking other action as part of the separation and, at the time of such action, we, Huntsman or any of our respective subsidiaries (i) was insolvent or would be rendered insolvent, (ii) had reasonably small capital with which to carry on its business and all business in which it intended to engage or (iii) intended to incur, or believed it would incur, debts beyond its ability to repay such debts as they would mature, then such court could void the separation as a constructive fraudulent transfer. The court could impose a number of different remedies, including voiding our liens and claims against Huntsman, or providing Huntsman with a claim for money damages against us in an amount equal to the difference between the consideration received by Huntsman and the fair market value of our company at the time of the separation.

        The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction's law is applied. Generally, however, an entity would be considered insolvent if the present fair saleable value of its assets is less than (i) the amount of its liabilities (including contingent liabilities) or (ii) the amount that will be required to pay its probable liabilities on its existing debts as they

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become absolute and mature. No assurance can be given as to what standard a court would apply to determine insolvency or that a court would determine that we, Huntsman or any of our respective subsidiaries were solvent at the time of or after giving effect to the spin-off, including the distribution of our common stock.

        Under the Separation and Distribution Agreement, from and after the separation, each of Huntsman and we will be responsible for the debts, liabilities and other obligations related to the business or businesses which it owns and operates following the consummation of the separation, and each of Huntsman and we will assume or retain certain liabilities for the operation of our respective businesses prior to the spin-off and certain liabilities related to the spin-off. Although we do not expect to be liable for any such obligations not expressly assumed by us pursuant to the Separation and Distribution Agreement, it is possible that a court would disregard the allocation agreed to between the parties, and require that we assume responsibility for obligations allocated to Huntsman, particularly if Huntsman were to refuse or were unable to pay or perform the subject allocated obligations. See "Arrangements Between Huntsman and Our Company—Separation and Distribution Agreement."

We may not be able to transfer certain entities that are part of the separation from Huntsman prior to the spin-off.

        We may not be able to transfer certain entities that are part of the separation from Huntsman prior to the spin-off because the entities may be subject to foreign government legal approvals that we may not receive prior to the spin-off. Such approvals may include, but not be limited to, approvals to demerge, to form new legal entities and to transfer assets. Following the completion of the spin-off, if receipt of foreign government legal approvals is further delayed or if we are unable to receive any requisite government approvals, we may not realize all of the anticipated benefits of our separation from Huntsman.

Risks Related to Our Class B Common Stock

No market currently exists for our Class B common stock. We cannot assure you that an active trading market will develop for our Class B common stock.

        Prior to the completion of the spin-off, there has been no public market for shares of our Class B common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on the NYSE or otherwise, or how liquid that market might become. If an active market does not develop, you may have difficulty selling any shares of our Class B common stock that you receive in the spin-off.

The market price and trading volume of our Class B common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our Class B common stock following the spin-off.

        The market price of our stock may be influenced by many factors, some of which are beyond our control, including those described above in "—Risks Related to Our Business" and the following:

    the failure of securities analysts to cover our Class B common stock after the spin-off or changes in financial estimates by analysts;

    our inability to meet the financial estimates of analysts who follow our Class B common stock;

    our strategic actions;

    our announcements of significant contracts, acquisitions, joint ventures or capital commitments;

    general economic and stock market conditions;

    changes in conditions or trends in our industry, markets or customers;

    future sales of our Class B common stock or other securities; and

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    investor perceptions of the investment opportunity associated with our Class B common stock relative to other investment alternatives.

        As a result of these factors, holders of our Class B common stock may not be able to resell their shares at or above the initial market price following the spin-off or may not be able to resell them at all. These broad market and industry factors may materially reduce the market price of our Class B common stock, regardless of our operating performance. In addition, price volatility may be greater if trading volume of our Class B common stock is low.

A number of our shares are or will be eligible for future sale, which may cause the market price of our Class B common stock to decline.

        Any sales of substantial amounts of our shares of Class B common stock or Class A common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of our Class B common stock to decline. Upon completion of the distribution, we expect that there will be approximately             million shares of our Class B common stock issued and outstanding. These shares will be freely tradable without restriction or further registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), unless the shares are owned by one of our "affiliates," as that term is defined in Rule 405 under the Securities Act. We cannot predict whether large amounts of our shares of Class B common stock will be sold in the open market following the distribution. We also cannot predict whether a sufficient number of buyers will be in the market at that time.

        In addition, following the distribution, Huntsman will retain our Class A common stock which will entitle it to 19.9% of our voting power and 40% of our value. Huntsman will dispose of the Retained Securities within five years after the spin-off. Pursuant to an IRS private letter ruling received by Huntsman, under certain circumstances Huntsman may dispose of some or all of the Retained Securities in a tax-advantaged manner by distributing such shares of Class A common stock within 12 months after the spin-off to its creditors in payment of outstanding third-party debt. If market conditions and sound business judgment permit, Huntsman intends to engage in such exchanges. To the extent Huntsman does not exchange the Retained Securities for third-party debt, Huntsman will sell the Retained Securities. Huntsman anticipates that the proceeds of such sales will be used to repay third-party debt. In connection with the spin-off, we and Huntsman will enter a Stockholder's and Registration Rights Agreement, pursuant to which we will agree, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our common stock retained by Huntsman and to list the Class A common stock on the NYSE and Huntsman will grant us a proxy to vote all of our Class A common stock owned by Huntsman in proportion to the votes cast by our Class B common stockholders as long as Huntsman owns the Class A shares. Any disposition by Huntsman of shares of Class A common stock, or the perception that such dispositions may occur, could adversely affect prevailing market prices for our Class B common stock. In addition, because of the difference in voting rights, it is likely that the market price of the Class A common stock and Class B common stock will fluctuate relative to each other.

Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws could discourage a takeover attempt, which may reduce or eliminate the likelihood of a change of control transaction and, therefore, the ability of our stockholders to sell their shares for a premium.

        Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws will provide for a dual-class structure, classified board through 2020, limitations on stockholder proposals at meetings of stockholders and limitations on stockholder action by written consent. These provisions could make it more difficult for a third party to acquire control of our company. Our amended and restated certificate of incorporation will also authorize our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it

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could increase the difficulty for a third party to acquire control of our company, which may reduce or eliminate our stockholders' ability to sell their shares of our Class B common stock at a premium. See "Description of Capital Stock—Anti-Takeover Effects of Provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware Law."

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which will limit our stockholders' ability to obtain an alternative judicial forum for disputes with us or our directors, officers, employees or agents.

        Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

    any derivative action or proceeding brought on our behalf;

    any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders;

    any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the Delaware General Corporation Law ("DGCL") or our amended and restated certificate of incorporation or our amended and restated bylaws; or

    any action asserting a claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine.

        Any person or entity purchasing or otherwise holding any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions.

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FORWARD-LOOKING STATEMENTS

        Certain information set forth in this information statement contains "forward-looking statements" within the meaning the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management's plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, spin-offs, or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, 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," "expects," "may," "will," "should," "anticipates" or "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;

    highly competitive industries and the need to innovate and develop new products;

    increased manufacturing regulations for some of our products;

    disruptions in production at our manufacturing facilities;

    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;

    environmental, health and safety 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;

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    economic conditions and regulatory changes following the U.K.'s likely exit from the EU;

    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;

    conflicts, military actions, terrorist attacks and general instability; and

    our ability to realize the expected benefits of the spin-off.

        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 information statement. Any forward-looking statements should be considered in light of the risks set forth in the section "Risk Factors" and elsewhere in this information statement.

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THE SPIN-OFF

Background

        As part of a strategic review to streamline and focus operations, Huntsman's board of directors reviewed the possibility and advisability of separating its Titanium Dioxide and Performance Additives business from Huntsman's other businesses. On September 7, 2016, Huntsman's board of directors authorized management to pursue the spin-off of its Titanium Dioxide and Performance Additives into a separate, publicly traded company. On October 19, 2016, we were formed as a wholly-owned subsidiary of Huntsman. On                     , Huntsman announced that its board of directors had unanimously approved the spin-off and the distribution of all of the Class B stock of the new company to Huntsman's stockholders as of the record date of                            . This authorization is subject to the satisfaction or waiver by Huntsman, in its sole discretion, of the conditions described below under "—Conditions to the Spin-Off." Following our spin-off from Huntsman, we will be a separate, publicly traded company.

        To complete the spin-off on the Closing Date, Huntsman will, following the restructuring transactions, distribute to its stockholders all outstanding shares of our Class B common stock. Following the distribution, (i) the holders of Venator's Class B common stock will hold 60% of all of our outstanding common stock and 80.1% of the voting power of all of our outstanding common stock and (ii) Huntsman will retain all of our Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all of our outstanding common stock. The distribution will occur on the distribution date, which is                    . Each holder of Huntsman common stock will receive                    shares of Class B common stock for each share of Huntsman common stock held at the close of business on                    , the record date. After completion of the spin-off, we will own and operate the Titanium Dioxide and Performance Additives business as a separate, publicly traded company.

        Each holder of Huntsman common stock will continue to hold his, her or its shares in Huntsman. No vote of Huntsman stockholders is required or is being sought in connection with the spin-off, and Huntsman stockholders will not have any appraisal rights in connection with the spin-off.

        The distribution of our Class B common stock as described in this information statement is subject to the satisfaction, or waiver by Huntsman, of certain conditions. In addition, Huntsman has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Huntsman determines, in its sole discretion, that the spin-off is not in the best interests of Huntsman or its stockholders or market conditions do not warrant completing the separation at that time. For a more detailed description, see "—Conditions to the Spin-Off."

Reasons for the Spin-Off

        The spin-off is expected to provide each company with a number of material opportunities and benefits, including the following:

    creating two separate businesses that will be industry leaders in their respective areas of operations;

    enhancing the ability of each company to focus on their respective businesses and unique opportunities for long-term growth and profitability and to allocate capital and corporate resources in a manner that focuses on achieving each company's own strategic priorities;

    providing each company with increased flexibility to pursue strategic alternatives, including acquisitions, without having to consider the potential impact on the businesses of the other company, including funding such acquisitions using their respective common equity;

    creating two separate capital structures that will afford each company direct access to the debt and equity capital markets to fund their respective growth strategies and to establish an appropriate capital structure for their business needs;

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    improving each company's ability to attract and retain individuals with the appropriate skill sets as well as to better align compensation and incentives, including equity compensation, with the performance of these different businesses; and

    allowing investors to evaluate the separate investment identities of each company, including the distinct merits, performance and future prospects of their respective businesses.

Manner of Effecting the Spin-Off

        The general terms and conditions relating to the spin-off will be set forth in a Separation and Distribution Agreement between us and Huntsman. Under the Separation and Distribution Agreement, the distribution will be effective as of 12:01 a.m., Eastern Time, on                    , the distribution date. As a result of the spin-off, on the distribution date, each holder of Huntsman common stock will receive                    shares of our Class B common stock for each share of Huntsman common stock held. In order to receive shares of our Class B common stock in the spin-off, a Huntsman stockholder must be a stockholder at the close of business of the NYSE on                    , the record date. Huntsman will retain all of our outstanding shares of Class A common stock.

        On the distribution date, Huntsman will release the shares of our Class B common stock to our distribution agent to distribute to Huntsman stockholders. For Huntsman stockholders of record, our distribution agent will credit their shares of our Class B common stock to book-entry accounts established to hold their shares of Class B common stock. Our distribution agent will send these stockholders, including any Huntsman stockholder that holds physical share certificates of Huntsman common stock and is the registered holder of such shares of Huntsman common stock represented by those certificates on the record date, a statement reflecting their ownership of our Class B common stock. Book-entry refers to a method of recording stock ownership in records in which no physical certificates are used. Shares of our Class B common stock will be credited by the broker or other nominee for stockholders who hold Huntsman common stock through a broker or other nominee. We expect that it will take the distribution agent one to two weeks to electronically issue shares of our Class B common stock to Huntsman stockholders or their bank or brokerage firm by way of direct registration in book-entry form. Trading of our Class B common stock will not be affected by this delay in issuance by the distribution agent. Following the spin-off, stockholders whose shares are held in book-entry form may request that their shares of our Class B common stock be transferred to a brokerage or other account at any time.

        Huntsman stockholders will not be required to make any payment or surrender or exchange their shares of Huntsman common stock or take any other action to receive their shares of our Class B common stock. No vote of Huntsman stockholders is required or sought in connection with the spin-off, including the restructuring transactions, and Huntsman stockholders have no appraisal rights in connection with the spin-off.

Huntsman Retained Class A Common Stock

        Huntsman will dispose of the Retained Securities within five years after the spin-off. Pursuant to an IRS private letter ruling received by Huntsman, under certain circumstances Huntsman may dispose of some or all of the Retained Securities in a tax-advantaged manner by distributing such shares of Class A common stock within 12 months after the spin-off to its creditors in payment of outstanding third-party debt. If market conditions and sound business judgment permit, Huntsman intends to engage in such exchanges. To the extent Huntsman does not exchange the Retained Securities for third-party debt, Huntsman will sell the Retained Securities. Huntsman anticipates that the proceeds of such sales will be used to repay third-party debt.

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Treatment of Fractional Shares

        The distribution agent will not distribute any fractional shares of Class B common stock to Huntsman stockholders. Instead, as soon as practicable on or after the distribution date, the distribution agent will aggregate fractional shares of our Class B common stock attributable to holders of record into whole shares, sell them in the open market at the prevailing market prices and then distribute the aggregate net sale proceeds ratably to Huntsman stockholders who would otherwise have been entitled to receive fractional shares of Class B common stock. The amount of this payment will depend on the prices at which the distribution agent sells the aggregated fractional shares of Class B common stock in the open market shortly after the distribution date. We will be responsible for paying any brokerage fees, which we do not expect to be material. The receipt of cash in lieu of fractional shares of Class B common stock will generally result in a taxable gain or loss to the recipient stockholder. Each stockholder entitled to receive cash proceeds from these shares should consult his, her or its own tax advisor as to the stockholder's particular circumstances. The tax consequences of the distribution are described in more detail under "—U.S. Federal Income Tax Consequences of the Spin-Off."

U.S. Federal Income Tax Consequences of the Spin-Off

        The following is a summary of the material U.S. federal income tax considerations relating to holders of Huntsman common stock as a result of the distribution. This summary is based on the Code, the applicable U.S. Treasury regulations promulgated thereunder and judicial and administrative interpretations thereof, in each case as in effect and available as of the date of this information statement and all of which are subject to differing interpretations that may change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

        Except as specifically described below, this summary is limited to holders of Huntsman common stock that are U.S. holders (as described below). For purposes of this summary, a U.S. holder is a beneficial owner of Huntsman common stock that is, for U.S. federal income tax purposes:

    an individual who is a citizen or resident of the U.S.;

    a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

    a trust, if (1) a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

        A non-U.S. holder is a beneficial owner (other than an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) of shares of Huntsman common stock that is not a U.S. holder.

        This summary does not discuss all tax considerations that may be relevant to Huntsman stockholders in light of their particular circumstances, nor does it address the consequences to Huntsman stockholders subject to special treatment under the U.S. federal income tax laws, such as:

    dealers or traders in securities or currencies;

    banks, financial institutions, or insurance companies;

    regulated investment companies, real estate investment trusts, or grantor trusts;

    former U.S. citizens or long-term residents of the U.S.;

    entities that are tax-exempt for U.S. federal income tax purposes;

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    traders in securities that elect to use a mark-to-market method of accounting for their securities;

    holders who own our Class B common stock as part of a hedging, integrated, or conversion transaction or a straddle or holders deemed to sell our Class B common stock under the constructive sale provisions of the Code;

    holders who acquired our Class B common stock pursuant to the exercise of employee stock options or otherwise as compensation;

    U.S. holders whose "functional currency" is not the U.S. dollar;

    holders subject to the alternative minimum tax; or

    partnerships or other pass-through entities and investors in such entities.

        This summary does not address the U.S. federal income tax consequences to Huntsman stockholders who do not hold Huntsman common stock as capital assets. Moreover, this summary does not address any state, local or non-U.S. tax consequences or any estate, gift or other non-income tax consequences.

        If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of Huntsman common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares of Huntsman common stock, you should consult your tax advisor.

HOLDERS OF HUNTSMAN COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE DISTRIBUTION IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND THE EFFECT OF POSSIBLE CHANGES IN LAW THAT MIGHT AFFECT THE TAX CONSEQUENCES DESCRIBED HEREIN.

Tax-free Status of the Distribution

        The spin-off is conditioned upon Huntsman receiving an opinion from its tax advisor to the effect that (i) Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code and (ii) certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code. Assuming that the distribution qualifies as a tax-free distribution,

    no gain or loss will be recognized by, and no amount will be included in the income of, Huntsman stockholders upon their receipt of our Class B common stock in the distribution;

    the basis of a Huntsman stockholder in Huntsman common stock immediately before the distribution will be allocated between the Huntsman common stock held by such holder and our Class B common stock received by such holder in the distribution, in proportion to their relative fair market values at the time of the distribution;

    the holding period of our Class B common stock received by each Huntsman stockholder will include the period during which the stockholder held the Huntsman common stock on which the distribution is made, provided that the Huntsman common stock is held as a capital asset on the distribution date;

    a Huntsman stockholder that receives cash in lieu of a fractional Class B common stock generally should recognize taxable gain or loss equal to the difference between the amount of cash received for such fractional Class B common stock and the tax basis allocable to such fractional interests in our Class B common stock (determined as described above) and such gain will be capital gain or

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      loss if the Huntsman common stock on which the distribution is made is held as a capital asset on the distribution date; and

    no gain or loss will be recognized by Huntsman upon the distribution of our Class B common stock.

        Tax advisor's opinion will, in part, be based upon an IRS private letter ruling received by Huntsman to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of sections 361(c)(1) and 361(c)(3) of the Code, and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction. The private letter ruling was issued in reliance on, and the advisor's opinion will rely on, certain facts, assumptions, representations and undertakings from Huntsman and us regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations, or undertakings are, or become, incorrect or not otherwise satisfied, Huntsman may not be able to rely on the private letter ruling or the opinion of its tax advisor. In addition, an advisor's opinion is not binding on the IRS, so, notwithstanding the opinion of Huntsman's tax advisor, the IRS could conclude upon audit that the distribution is taxable if it disagrees with the conclusions in the opinion or for other reasons. There can be no assurance that the IRS or the courts will not challenge the qualification of the distribution as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code or that such challenge would not prevail.

        Even if the distribution otherwise qualifies as tax-free, Huntsman or its affiliates may recognize taxable gain under Section 355(e) of the Code if there are one or more acquisitions (including issuances) of either our stock or the stock of Huntsman, representing 50% or more, measured by vote or value, of the then-outstanding stock of either corporation, and the acquisition or acquisitions are deemed to be part of a plan or series of related transactions that include the distribution. Any such acquisition of our stock within two years before the initial distribution or two years after the final disposition of the Retained Securities (with exceptions, including public trading by less-than 5% stockholders and certain compensatory stock issuances) generally will be presumed to be part of such a plan unless Huntsman can rebut that presumption. If Huntsman recognizes gain under Section 355(e), it would result in a significant U.S. federal income tax liability to Huntsman (although the distribution would generally be tax-free to Huntsman stockholders), and, under some circumstances, the Tax Matters Agreement would require us to indemnify Huntsman for such tax liability. See "—Indemnification" and "Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders

    Distribution of Venator Class B Common Stock

        The discussion above under "—Tax-free Status of the Distribution" applies to U.S. holders if the distribution qualifies as tax-free under Section 355 of the Code.

        If the distribution of our Class B common stock does not qualify under Section 355, then each U.S. holder of Huntsman receiving Class B common stock in the distribution generally would be treated as receiving a distribution in an amount equal to the fair market value of such shares (including fractional shares in lieu of which such holder receives cash) of our Class B common stock. This generally would result in the following consequences to the U.S. holder:

    first, a taxable dividend to the extent of such U.S. holder's pro rata share of Huntsman's current and accumulated earnings and profits;

    second, any amount that exceeds Huntsman's earnings and profits would be treated as a nontaxable return of capital to the extent of such U.S. holder's tax basis in its shares of Huntsman's common stock; and

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    third, any remaining amount would be taxed as capital gain.

        In addition, Huntsman would recognize a taxable gain equal to the excess of the fair market value of our Class B common stock distributed over Huntsman's adjusted tax basis in such stock, and, under certain circumstances, the Tax Matters Agreement would require us to indemnify Huntsman for such tax liability. See "—Indemnification" and "Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

    Cash in Lieu of Fractional Shares

        Assuming the distribution qualifies as a tax-free distribution for U.S. federal income tax purposes, a U.S. holder who receives cash in lieu of our Class B common stock in connection with the distribution generally will recognize capital gain or loss measured by the difference between the cash received for such fractional Class B common stock and the holder's tax basis that would be allocated to such fractional share. Any such capital gain or loss would be long-term capital gain or loss, assuming that the U.S. holder has held all of its Huntsman common stock for more than one year. If the distribution does not qualify as a tax-free distribution, then the same rule will apply, but the U.S. holder's basis in the fractional share of our stock will be its fair market value at the time of the distribution.

    Information Reporting and Backup Withholding

        A U.S. holder that receives a taxable distribution of our Class B common stock or payment of cash in lieu of a fractional Class B common stock made in connection with the distribution may be subject to information reporting and backup withholding. A U.S. holder may avoid backup withholding if such holder provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the requirements of the backup withholding rules. Backup withholding does not constitute an additional tax, but is merely an advance payment that may be refunded or credited against a holder's U.S. federal income tax liability, provided the required information is timely supplied to the IRS.

Material U.S. Federal Income Tax Consequences of the Distribution to Non-U.S. Holders

    Distribution of Venator Class B Common Stock

        Provided that the distribution qualifies as a tax-free distribution for U.S. federal income tax purposes, non-U.S. holders receiving stock in the distribution will not be subject to U.S. federal income tax on any gain realized on the receipt of our Class B common stock so long as (1) Huntsman's common stock is considered regularly traded on an established securities market and (2) such non-U.S. holder beneficially owns 5% or less of Huntsman's common stock at all times during the shorter of the five-year period ending on the distribution date or the non-U.S. holder's holding period, taking into account both actual and constructive ownership under the applicable ownership attribution rules of the Code. Huntsman believes that its common stock has been and is regularly traded on an established securities market for U.S. federal income tax purposes.

        Any non-U.S. holder that beneficially owns more than 5% of Huntsman common stock under the rules described above and receives our Class B common stock will be subject to U.S. federal income tax on any gain realized with respect to its existing Huntsman common stock as a result of the distribution if (1) Huntsman is treated as a "United States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes at any time during the shorter of the five year period ending on the distribution date or the period during which the non-U.S. holder held such Huntsman common stock and (2) we are not a USRPHC immediately following the distribution. In general, either Huntsman or we will be a USRPHC at any relevant time described above if 50% or more of the fair market value of the respective company's assets constitute "United States real property interests" within the meaning of the Code. We do not believe that Huntsman is or has been a USRPHC at any time during the five year period ending on the distribution date. Further, we do not expect to be a USRPHC immediately after the

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distribution. However, because the determination of whether we or Huntsman are a USRPHC turns on the relative fair market value of Huntsman and our United States real property interests and other assets, and because the USRPHC rules are complex, we can give no assurance Huntsman was not a USRPHC prior to the distribution or that we will not be a USRPHC after the distribution. Any non-U.S. holder that beneficially owns more than 5% of Huntsman common stock under the rules described above and receives our Class B common stock will not be subject to U.S. federal income tax on any gain realized with respect to its existing Huntsman common stock as a result of the distribution if (a) both we and Huntsman are USRPHCs and (b) such non-U.S. holders meet certain procedural and substantive requirements described in U.S. Treasury regulations. Non-U.S. holders should consult their tax advisors to determine if they are more than 5% beneficial owners of Huntsman's common stock, or may be more than 5% owners of our Class B common stock, under the applicable rules.

        If the distribution does not qualify as a tax-free distribution for U.S. federal income tax purposes, then each non-U.S. holder receiving our Class B common stock in the distribution (including fractional shares in lieu of which such holder receives cash) would be subject to U.S. federal income tax at a rate of 30% of the gross amount of any such distribution that is treated as a dividend, unless:

    (1)
    such dividend was effectively connected with the conduct of a U.S. trade or business, and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder within the U.S.; or

    (2)
    the non-U.S. holder is entitled to a reduced tax rate with respect to dividends pursuant to an applicable income tax treaty.

        Under the first exception, regular graduated U.S. federal income tax rates applicable to U.S. persons would apply to the dividend, and, in the case of a corporate non-U.S. holder, a branch profits tax may also apply, as described below. Unless one of these exceptions applies and the non-U.S. holder provides Huntsman with an appropriate IRS Form (or Forms) W-8 to claim an exemption from or reduction in the rate of withholding under such exception, Huntsman may be required to withhold 30% of any distribution of our Class B common stock treated as a dividend to satisfy the non-U.S. holder's U.S. federal income tax liability.

        A distribution of our Class B common stock that is not tax-free for U.S. federal income tax purposes could also be treated as a nontaxable return of capital or could trigger capital gain or loss for U.S. federal income tax purposes. A distribution of our Class B common stock that is treated as a nontaxable return of capital is generally not subject to U.S. income tax. Furthermore, such distribution generally is not subject to U.S. withholding tax so long as the common stock of Huntsman is regularly traded on an established securities market, which Huntsman believes to be the case, and the non-U.S. holder does not beneficially own more than 5% of Huntsman's common stock at any time during the shorter of the five year period ending on the distribution date or the period during which the non-U.S. Holder held such Huntsman common stock, taking into account the attribution rules described above. A distribution of our Class B common stock triggering capital gain is generally not subject to U.S. federal income taxation subject to the same exceptions described below under "—Cash In Lieu of Fractional Shares," and generally is not subject to U.S. withholding tax subject to the same exception described above for a nontaxable return of capital.

    Cash In Lieu of Fractional Shares

        Assuming the distribution qualifies as a tax-free distribution, non-U.S. holders generally will not be subject to regular U.S. federal income or withholding tax on gain realized on the receipt of cash in lieu of fractional Class B common stock received in the distribution, unless:

    (1)
    the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder within the U.S.;

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    (2)
    the non-U.S. holder is a nonresident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the taxable year in which the distribution occurs and certain other conditions are met; or

    (3)
    we are treated as a USRPHC immediately after the distribution, and (i) our Class B common stock is not regularly traded on an established securities market (which we do not believe will be the case), or (ii) if our Class B common stock was regularly traded on an established securities market, the non-U.S. holder beneficially owned more than 5% of our Class B common stock under the rules described above.

        If one of the above clauses (1) through (3) applies, the non-U.S. holder generally will recognize capital gain or loss measured by the difference between the cash received for the fractional Class B common stock and the holder's tax basis that would be allocated to such fractional share. Gains realized by a non-U.S. holder described in clause (1) above that are effectively connected with the conduct of a trade or business, and, if required by an applicable income tax treaty, are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the U.S. generally will be taxed on a net income basis at the graduated rates that are applicable to U.S. persons. In the case of a non-U.S. holder that is a corporation, such income may also be subject to the U.S. federal branch profits tax, which generally is imposed on a foreign corporation upon the deemed repatriation from the U.S. of effectively connected earnings and profits, currently at a 30% rate, unless the rate is reduced or eliminated by an applicable income tax treaty and the non-U.S. holder is a qualified resident of the treaty country. Gains realized by a non-U.S. holder described in clause (2) above generally will be subject to a 30% tax from the receipt of cash in lieu of fractional shares (or a lower treaty rate, if applicable), with such gains eligible to be offset by certain U.S.-source capital losses recognized in the same taxable year of the distribution. Non-U.S. holders that meet the circumstances in clause (3) should consult their tax advisors regarding the determination of the amount of gain (if any) that would be subject to U.S. federal income tax. If the distribution does not qualify as a tax-free distribution, then the same rule will apply, but the non-U.S. holder's basis in the fractional share of our stock will be its fair market value at the time of the distribution.

    Information Reporting and Backup Withholding

        Payments made to non-U.S. holders in the distribution may be subject to information reporting and backup withholding. Non-U.S. holders generally may avoid backup withholding by furnishing a properly executed IRS Form W-8BEN (or other applicable IRS Form W-8) certifying the non-U.S. holder's non-U.S. status or by otherwise establishing an exemption. Backup withholding is not an additional tax. Rather, non-U.S. holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely and duly filing a claim for refund with the IRS.

Information Reporting for Significant Stockholders

        Current U.S. Treasury regulations require a "significant" stockholder (one who immediately before the distribution owns 5% or more (by vote or value) of the total outstanding Huntsman common stock) who receives our Class B common stock pursuant to the distribution to attach to such stockholder's U.S. federal income tax return for the year in which the distribution occurs a detailed statement setting forth such data as may be appropriate in order to show the applicability to the distribution of Section 355 of the Code.

Indemnification

        Under certain circumstances, we may be required to indemnify Huntsman under the Tax Matters Agreement for certain taxes incurred as a result of the failure of the spin-off or certain transactions undertaken in preparation for, or in connection with, the spin-off to qualify as tax-free transactions under

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the relevant provisions of the Code. See "Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

Internal Reorganization

        As part of the separation, and prior to the distribution, Huntsman and its subsidiaries expect to complete an internal reorganization, which we refer to as the "internal reorganization," in order to transfer to Venator the entities, assets, liabilities and obligations that Venator will hold following the separation. Such internal reorganization may take the form of asset transfers, mergers, demergers, divisions, dividends, contributions and similar transactions, and may involve the formation of new subsidiaries in U.S. and non-U.S. jurisdictions to own and operate the Titanium Dioxide and Performance Additives business in such jurisdictions. Among other things and subject to limited exceptions, the internal reorganization is expected to result in Venator owning, directly or indirectly, the operations comprising, and the entities that conduct, the Titanium Dioxide and Performance Additives business.

Results of the Spin-Off

        After the spin-off, we will be a separate, publicly traded company. Immediately following the spin-off, we expect to have approximately                     registered holders of our Class B common stock, based on the number of registered holders of Huntsman common stock as of                    , and one holder of our Class A common stock. Upon completion of the spin-off, we estimate that we will have an aggregate of approximately                 million shares of Class A common stock outstanding and                  million shares of Class B common stock outstanding based on approximately                 million shares of Huntsman common stock outstanding as of                     , 2016, assuming that Huntsman distributes to its stockholders all of the shares of our Class B common stock, representing 60% of all of our common stock and 80.1% of the voting power of all of our common stock, and that each Huntsman stockholder will receive                    shares of Class B common stock for each share of Huntsman common stock. All of our outstanding shares of Class A common stock representing 40% of all of our common stock and 19.9% of the voting power of all of our common stock will be retained and held by Huntsman. The actual number of shares of our Class B common stock to be distributed to stockholders of Huntsman and shares of our Class A common stock retained by Huntsman will be calculated on                    , the record date. For more information on the shares being distributed in the spin-off, see "Description of Capital Stock—Common Stock."

        For information regarding options to purchase shares of our Class B common stock or issuance of other stock awards that will be outstanding after the distribution, see "Capitalization," "Management" and "Arrangements Between Huntsman and Our Company—Employee Matters Agreement."

        Before our separation from Huntsman, we and Huntsman will enter into a Separation and Distribution Agreement and ancillary agreements to effect the spin-off. These agreements will provide for the allocation between us and Huntsman of Huntsman's assets, liabilities and obligations, and we will generally be allocated those assets, liabilities and obligations relating to the Titanium Dioxide and Performance Additives business. These agreements will also govern certain interactions between us and Huntsman after the separation (including with respect to employee matters and tax matters). We and Huntsman will also enter a Stockholder's and Registration Rights Agreement, pursuant to which we will agree, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our common stock retained by Huntsman and to list the Class A common stock on the NYSE. Huntsman will grant us a proxy to vote all of our Class A common stock owned by Huntsman in proportion to the votes cast by our Class B common stockholders as long as Huntsman owns the Class A shares. We and Huntsman will also enter into a Transition Services Agreement that will provide for, among other matters, assistance to us or Huntsman as needed and a Master Lease Agreement, pursuant to which we will agree to terms with Huntsman regarding leasing space

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at certain shared facilities. For a more detailed description of these agreements, see "Arrangements Between Huntsman and Our Company."

Trading Prior to the Distribution Date

        It is anticipated that, on or shortly before the record date and continuing up to and including the distribution date, there will be a "when-issued" market in our Class B common stock. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The when-issued trading market will be a market for shares of our Class B common stock that will be distributed to Huntsman stockholders on the distribution date. Any Huntsman stockholder that owns shares of Huntsman common stock at the close of business on the record date will be entitled to shares of our Class B common stock distributed in the spin-off. Huntsman stockholders may trade this entitlement to shares of our Class B common stock, without the shares of Huntsman common stock they own, on the when-issued market. On the first trading day following the distribution date, we expect when-issued trading with respect to our Class B common stock will end and "regular-way" trading will begin. See "Trading Market."

        Following the distribution date, our Class B common stock will trade on the NYSE under the ticker symbol "VNTR." We will announce the when-issued ticker symbol when and if it becomes available.

        It is also anticipated that, on or shortly before the record date and continuing up to and including the distribution date, there will be two markets in Huntsman common stock: a "regular-way" market and an "ex-distribution" market. Shares of Huntsman common stock that trade on the regular-way market will trade with an entitlement to shares of our Class B common stock distributed pursuant to the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to our Class B common stock distributed pursuant to the distribution. Therefore, if shares of Huntsman common stock are sold in the regular-way market up to and including the distribution date, the selling stockholder's right to receive Class B common stock in the distribution will be sold as well. However, if Huntsman stockholders own shares of Huntsman common stock at the close of business on the record date and sell those shares on the ex-distribution market up to and including the distribution date, the selling stockholders will still receive the Class B common stock that they would otherwise receive pursuant to the distribution. See "Trading Market."

Treatment of Long-Term Incentive Awards for Current and Former Employees

        We currently anticipate that outstanding equity-based and long-term incentive compensation awards from Huntsman held by individuals who will be employed by us and our subsidiaries following the spin-off and employees who will stay with Huntsman following the spin-off will be treated in one of the following ways: (1) the awards will be converted into awards based on our Class B common stock, (2) the award holders will retain awards based on Huntsman common stock that are adjusted to reflect the spin-off, or (3) the award holders will receive a combination of converted and adjusted awards. If all or any portion of the awards are converted into awards with respect to our Class B common stock under our equity and long-term incentive compensation programs, the number of such awards will generally be determined based upon the relative trading prices of our Class B common stock and Huntsman common stock in a manner intended to preserve the value of such awards. For any awards that will remain outstanding pursuant to the applicable plans maintained by Huntsman but adjusted, the awards will receive corresponding adjustments made to the number of shares of Huntsman common stock subject to the awards and the reference price of such awards based upon the relative pre-spin-off and post-spin-off trading prices of Huntsman common stock in a manner that is intended to preserve the value of such awards. The compensation committees of the respective entities will make the appropriate determination of the type and form of awards that the employees will be granted or retain in connection with the spin-off.

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Conditions to the Spin-Off

        Huntsman expects that the spin-off will be effective as of 12:01 a.m., Eastern Time, on                    , the distribution date, provided that the following conditions shall have been satisfied or waived by Huntsman in its sole discretion:

    the SEC will have declared effective our registration statement on Form 10, of which this information statement is a part, under the Exchange Act; no stop order suspending the effectiveness of the registration statement shall be in effect; and no proceedings for such purpose shall be pending before or threatened by the SEC;

    any required actions and filings with regard to state securities and blue sky laws of the U.S. (and any comparable laws under any foreign jurisdictions) will have been taken and, where applicable, have become effective or been accepted;

    our Class B common stock will have been authorized for listing on the NYSE, or another national securities exchange approved by Huntsman, subject to official notice of issuance;

    The IRS private letter ruling received by Huntsman shall not have been revoked or modified in any material respect (the IRS private letter ruling includes rulings to the effect that the retention of Class A common stock will not be in pursuance of a plan having as one of its principal purposes the avoidance of federal income tax, that certain post-spin-off exchanges of Class A common stock for Huntsman indebtedness will be treated as distributions that are part of a plan of reorganization for purposes of sections 361(c)(1) and 361(c)(3) of the Code, and that certain payments or transfers of assets and liabilities that may occur following the spin-off will be treated as part of the spin-off transaction);

    Huntsman shall have received an opinion of its tax advisor, in form and substance acceptable to Huntsman and which shall remain in full force and effect, that (i) Huntsman's pro rata distribution of all of our outstanding Class B common stock to its stockholders qualifies as a tax-free transaction under Sections 355, 361 and/or 368(a)(1)(D) of the Code and (ii) certain elements of the restructuring transactions undertaken as part of the spin-off will also qualify for tax-free treatment under Sections 355, 361 and/or 368(a)(1)(D) of the Code;

    the completion of the internal reorganization;

    no order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the distribution will be in effect;

    the completion of our new financing arrangements;

    one or more nationally recognized investment banking firms or other firms acceptable to Huntsman, in its sole and absolute discretion, shall have delivered one or more solvency opinions to the board of directors of Huntsman and our board of directors, in form and substance acceptable to Huntsman in its sole discretion, regarding the effect of the distribution and related transactions;

    each of the ancillary agreements contemplated by the Separation and Distribution Agreement shall have been executed by each party thereto;

    any government approvals and other material consents necessary to consummate the distribution will have been obtained and remain in full force and effect; and

    no other events or developments shall have occurred or exist that, in the judgment of the board of directors of Huntsman, in its sole discretion, makes it inadvisable to effect the distribution or other transactions contemplated by the Separation and Distribution Agreement.

        The fulfillment of the foregoing conditions does not create any obligations on Huntsman's part to effect the spin-off, and the Huntsman board of directors has reserved the right, in its sole discretion, to

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abandon, modify or change the terms of the spin-off, including by waiving any conditions to the spin-off or accelerating or delaying the timing of the consummation of all or part of the distribution, at any time prior to the distribution date.

Reasons for Furnishing this Information Statement

        This information statement is being furnished solely to provide information to Huntsman stockholders who will receive shares of our Class B common stock in the spin-off. It is not to be construed as an inducement or encouragement to buy or sell any of our securities. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Huntsman nor we undertake any obligation to update the information, except to the extent applicable securities laws require us to do so.

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TRADING MARKET

Market for Our Common Stock

Class B Common Stock

        There has been no public market for our Class B common stock. Following the distribution, our Class B common stock will trade on the NYSE under the ticker symbol "VNTR." An active trading market may not develop or may not be sustained. We anticipate that trading of our Class B common stock will commence on a "when-issued" basis on or shortly before the record date and continue through the distribution date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. If you own shares of Huntsman common stock at the close of business on the record date, you will be entitled to shares of our Class B common stock distributed pursuant to the spin-off. You may trade this entitlement to shares of our Class B common stock, without the shares of Huntsman common stock you own, on the when-issued market. On the first trading day following the distribution date, any when-issued trading with respect to our Class B common stock will end and "regular-way" trading will begin. We will announce our when-issued trading symbol when and if it becomes available.

        It is also anticipated that, on or shortly before the record date and continuing up to and including the distribution date, there will be two markets in Huntsman common stock: a "regular-way" market and an "ex-distribution" market. Shares of Huntsman common stock that trade on the regular-way market will trade with an entitlement to shares of our Class B common stock distributed pursuant to the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to shares of our Class B common stock distributed pursuant to the distribution. Therefore, if you sell shares of Huntsman common stock in the regular-way market up to and including the distribution date, you will be selling your right to receive Class B common stock in the distribution. However, if you own shares of Huntsman common stock at the close of business on the record date and sell those shares on the ex-distribution market up to and including the distribution date, you will still receive the shares of our Class B common stock that you would otherwise receive pursuant to the distribution.

        We cannot predict the prices at which our Class B common stock may trade before the spin-off on a "when-issued" basis or after the spin-off. Those prices will be determined by the marketplace. Prices at which trading in our Class B stock occurs may fluctuate significantly. Those prices may be influenced by many factors, including anticipated or actual fluctuations in our operating results or those of other companies in our industry, investor perception of our company and the energy industry, market fluctuations and general economic conditions. In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the performance of many stocks and that have often been unrelated or disproportionate to the operating performance of these companies. These are just some factors that may adversely affect the market price of our Class B common stock. See "Risk Factors—Risks Related to Our Class B Common Stock."

Class A Common Stock

        Following the distribution, Huntsman will retain all of the shares of our Class A common stock, representing 40% of all of our outstanding common stock and 19.9% of the voting power of all of our outstanding common stock. Initially, we do not (i) intend to list our Class A common stock on a national securities exchange and (ii) anticipate any trading market to develop for Class A common stock held by Huntsman. We and Huntsman will enter a Stockholder's and Registration Rights Agreement, pursuant to which we will agree, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our common stock retained by Huntsman and to list the Class A common stock on the NYSE.

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        Huntsman will dispose of the Retained Securities within five years after the spin-off. Pursuant to an IRS private letter ruling received by Huntsman, under certain circumstances Huntsman may dispose of some or all of the Retained Securities in a tax-advantaged manner by distributing such shares of Class A common stock within 12 months after the spin-off to its creditors in payment of outstanding third-party debt. If market conditions and sound business judgment permit, Huntsman intends to engage in such exchanges. To the extent Huntsman does not exchange the Retained Securities for third-party debt, Huntsman will sell the Retained Securities. Huntsman anticipates that the proceeds of such sales will be used to repay third-party debt.

Transferability of Our Common Stock

        The shares of our Class B common stock that you will receive in the distribution will be freely transferable, unless you are considered an "affiliate" of ours under Rule 144 under the Securities Act. Persons who can be considered our affiliates after the spin-off generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by, or are under common control with, us, and may include certain of our officers and directors. In addition, individuals who are affiliates of Huntsman on the distribution date may be deemed to be affiliates of ours. We estimate that our directors and executive officers, who may be considered "affiliates," will beneficially own approximately                    shares of our Class B common stock (excluding restricted stock) immediately following the distribution. Jon M. Huntsman, Executive Chairman of Huntsman, beneficially owns approximately                    % of Huntsman's common stock. Upon completion of the spin-off, Mr. Huntsman will beneficially own approximately                    % of the shares our Class B common stock, representing approximately                    % of all of our outstanding common stock and approximately                    % of the voting power of all of our outstanding common stock. Huntsman may also be considered our affiliate because immediately following the distribution it will retain all of the shares of our Class A common stock, which will entitle Huntsman to 19.9% of the voting power and 40% of the value of Venator. See "Security Ownership of Certain Beneficial Owners and Management" included elsewhere in this information statement for more information. As discussed under "Other Related Party Transactions," we and Huntsman will enter a Stockholder's and Registration Rights Agreement, pursuant to which we will agree, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our common stock retained by Huntsman and to list the Class A common stock on the NYSE. Huntsman will grant us a proxy to vote all of our Class A common stock owned by Huntsman in proportion to the votes cast by our Class B common stockholders as long as Huntsman owns the Class A shares. See "Arrangements Between Huntsman and Our Company—Stockholder's and Registration Rights Agreement" included elsewhere in this information statement. Our affiliates may sell shares of our Class B common stock received in the distribution only:

    under a registration statement that the SEC has declared effective under the Securities Act; or

    under an exemption from registration under the Securities Act, such as the exemption afforded by Rule 144.

        In general, under Rule 144 as currently in effect, an affiliate will be entitled to sell, within any three-month period commencing 90 days after the date the registration statement, of which this information statement is a part, is declared effective, a number of shares of our Class B common stock that does not exceed the greater of:

    1.0% of our Class B common stock then outstanding; or

    the average weekly trading volume of our Class B common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

        Rule 144 also includes notice requirements and restrictions governing the manner of sale. Sales may not be made under Rule 144 unless certain information about us is publicly available.

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        In the future, we may adopt new stock option and other equity-based award plans and issue options to purchase shares of our Class B common stock and other stock-based awards. We currently expect to file a registration statement under the Securities Act to register shares to be issued under these equity compensation plans. Shares issued pursuant to awards after the effective date of such registration statement, other than shares issued to affiliates, generally will be freely tradable without further registration under the Securities Act.

        Except for our Class B common stock distributed in the distribution and the Retained Securities, none of our equity securities will be outstanding immediately after the spin-off and, except for the Stockholder's and Registration Rights Agreement with Huntsman with respect to the Retained Securities, there are no registration rights agreements existing with respect to our common stock.

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DIVIDEND POLICY

        Immediately following the spin-off and for the foreseeable future, we do not expect to pay dividends. However, we anticipate that our board of directors will consider the payment of dividends from time to time to return a portion of our profits to our stockholders when we experience adequate levels of profitability and associated reduced debt leverage. If our board of directors determines to pay any dividend in the future, there can be no assurance that we will continue to pay such dividends or the amount of such dividends. In addition, we expect that our debt agreements will place certain restrictions on our ability to pay cash dividends. For more information please see "Risk Factors—Risk Related to Our Class B Common."

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2017:

    on an actual basis; and

    on a pro forma basis to give effect to transactions described in the unaudited pro forma condensed combined financial statements.

        The table below should be read in conjunction with "Summary Historical Condensed Combined and Pro Forma Condensed Combined Financial Information," "Unaudited Pro Forma Condensed Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical combined financial statements and the notes to those statements included elsewhere in this information statement.

 
  As of March 31,
2017
 
 
  Actual   Pro Forma  
 
  (Unaudited)
 
 
  (in millions)
 

Cash and Cash Equivalents

             

Debt Outstanding

             

Short-term debt

  $     $    

Long-term debt:

             

Credit facility(1)

             

Senior notes(2)

             

Other debt

             

Net Investment / Stockholders' Equity

             

Class A common stock, $0.01 par value: no shares authorized, issued or outstanding, historical;                 shares authorized,                 shares issued and outstanding, as adjusted

           

Class B common stock, $0.01 par value: no shares authorized, issued or outstanding, historical;                 shares authorized,                 shares issued and outstanding, as adjusted

           

Additional paid-in capital

           

Net investment

             

Accumulated other comprehensive income

             

Net investment/stockholders' equity

             

Total Capitalization

  $     $    

(1)
We expect to borrow $            under either term loans, asset-based lending facilities, revolving credit facilities, or a combination thereof, to repay intercompany debt we owe Huntsman and to make a cash distribution of $             million to Huntsman.

(2)
We expect net proceeds of $            from the issuance of senior notes, all of which will be used to repay intercompany debt we owe to Huntsman and to make a cash distribution to Huntsman.

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SELECTED HISTORICAL COMBINED FINANCIAL DATA

        The following tables set forth selected historical combined financial data for the periods indicated. Our selected historical unaudited combined financial data for the three months ended March 31, 2017 and 2016 and the balance sheet data as of March 31, 2017 have been derived from our unaudited condensed combined financial statements included elsewhere in this information statement. Our selected historical unaudited combined financial data as of March 31, 2016 has been derived from our unaudited accounting records not included in this information statement. The unaudited condensed combined financial statements have been prepared on the same basis as our audited combined financial statements and include all normal recurring adjustments that, in the opinion of management, are necessary to present fairly our financial condition and results of operations for such periods. The results of operations for the three months ended March 31, 2017 and 2016 presented below are not necessarily indicative of results for the entire fiscal year. Our selected historical combined financial data as of December 31, 2016 and 2015 and the fiscal years ended December 31, 2016, 2015 and 2014 have been derived from our audited historical combined financial statements included elsewhere in this information statement. Our selected historical combined financial data as of December 31, 2014, 2013 and 2012 and for the fiscal years ended December 31, 2013 and 2012 have been derived from our unaudited accounting records not included in this information statement.

        The Titanium Dioxide, Performance Additives and other businesses have historically been 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, Performance Additives and other businesses are the primary beneficiaries. Because our historical combined financial information for the periods indicated reflect the combination of these legal entities under common control, the financial information includes the results of operations of other Huntsman businesses that will not be a part of Venator's operations following the distribution. In addition, our historical combined financial information has been derived from Huntsman's historical accounting records and is presented on a stand-alone basis as if the operations of the Titanium Dioxide, Performance Additives and other businesses had been conducted separately from Huntsman. However, the Titanium Dioxide, Performance Additives and other businesses did not operate as a separate, stand-alone entity for the periods presented and, as such, the combined financial statements may not be indicative of the financial position, results of operations and cash flows had the Titanium Dioxide, Performance Additives and other businesses been a stand-alone company.

        The financial statements included elsewhere in this information statement may not necessarily reflect our financial position, results of operations and cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, our historical results should not be relied upon as an indicator of our future performance.

        The following selected historical combined financial data should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of

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Operations," "Arrangements Between Huntsman and Our Company" and our historical combined financial statements and related notes thereto appearing elsewhere in this information statement.

 
  Three Months
Ended March 31,
  Year Ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012  
 
  (in millions)  

Statement of Operations Data:

                                           

Revenues

  $ 569   $ 585   $ 2,309   $ 2,330   $ 1,729   $ 1,448   $ 1,596  

Net (loss) income from continuing operations

    (13 )   (48 )   (77 )   (352 )   (162 )   (49 )   150  

Balance Sheet Data (at period end):

                                           

Total assets

  $ 2,873   $ 3,400   $ 2,659   $ 3,413   $ 3,933   $ 2,313   $ 2,247  

Total long-term liabilities

    1,320     1,480     1,308     1,477     1,579     548     484  

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The unaudited pro forma condensed combined financial information set forth below has been derived from the historical combined financial statements of the Huntsman Titanium Dioxide, Performance Additives and other businesses including the audited combined statement of operations for the years ended December 31, 2016, 2015 and 2014, the unaudited condensed combined balance sheet as of March 31, 2017 and the unaudited condensed combined statement of operations for the three months ended March 31, 2017 included elsewhere in this Information Statement. The unaudited pro forma condensed combined financial statements reflect certain known impacts of the spin-off from Huntsman. The unaudited pro forma condensed combined financial statements also reflect certain assumptions that we believe are reasonable given the information currently available.

        The unaudited pro forma condensed combined financial statements have generally been prepared giving effect to the spin-off as if it had occurred as of January 1, 2014 for the unaudited pro forma condensed combined statements of operations and as of March 31, 2017 for the unaudited pro forma condensed combined balance sheet. However, for the unaudited pro forma condensed combined statements of operations, the incurrence of debt under our new financing arrangements and the use of proceeds therefrom to repay intercompany debt we owe to Huntsman have been given effect as if they had occurred on January 1, 2016. This debt incurrence and debt repayment is therefore not reflected in the unaudited pro forma condensed combined statements of operations for the years ended December 31, 2015 and 2014, respectively.

        The unaudited pro forma condensed combined financial statements presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our historical combined financial statements and corresponding notes thereto and our unaudited condensed combined financial statements and corresponding notes included elsewhere in this Information Statement.

        The historical combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to the Titanium Dioxide, Performance Additives and other businesses, as well as allocations of direct and indirect corporate expenses, which are based upon an allocation method that in the opinion of management is reasonable. For purposes of these unaudited pro forma condensed combined financial statements, all significant transactions with Huntsman International have been included in group equity. All intercompany transactions within the combined Titanium Dioxide, Performance Additives and other businesses have been eliminated.

        The historical combined financial statements have been prepared from Huntsman's historical accounting records and are presented on a stand-alone basis as if the Titanium Dioxide, Performance Additives and other businesses had been conducted separately from Huntsman; however, the Titanium Dioxide, Performance Additives and other businesses did not operate as a separate, stand-alone entity for the periods presented and, as such, the combined financial statements may not be indicative of the financial position, results of operations and cash flows had the Titanium Dioxide, Performance Additives and other businesses been a stand-alone company. The Titanium Dioxide, Performance Additives and other businesses 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 segments 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, Performance Additives and other businesses are the primary beneficiaries. Accordingly, the accompanying historical combined financial statements include amounts from the other businesses discussed above that will be retained by Huntsman following the spin-off. Because the other businesses will be retained by Huntsman and are expected to be treated as discontinued operations upon completion of the legal restructuring prior to the effective date of the spin-off, we have included unaudited pro forma condensed combined statements of operations for the

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three months ended March 31, 2017 and for the three years ended December 31, 2016 that exclude the operations, assets and liabilities of the other businesses that are not part of the Titanium Dioxide or Performance Additives businesses. Please note that the pro forma condensed combined statements of operations for the years ended December 31, 2015 and 2014 only reflect adjustments to reflect the exclusion of other businesses and are not otherwise adjusted to reflect the spin-off transactions (including the incurrence of debt under new financing arrangements) or the acquisition of the Rockwood business in 2014.

        The historical combined statements of operations also include expense allocations for certain functions and centrally-located activities historically performed by Huntsman. These functions include executive oversight, accounting, procurement, operations, marketing, internal audit, legal, risk management, finance, tax, treasury, information technology, government relations, investor relations, public relations, financial reporting, human resources, ethics and compliance, and certain other shared services. For more information, see note 2(b) below.

        The unaudited pro forma condensed combined financial information has been included for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the Huntsman Titanium Dioxide, Performance Additives and other businesses operated historically as a company separate from Huntsman or if the spin-off had occurred on the dates indicated. The unaudited pro forma condensed combined financial information also should not be considered representative of our future combined financial condition or combined results of operations.

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Venator Materials Corporation
(Combined Divisions of Huntsman Corporation)
PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)
AS OF MARCH 31, 2017
(Dollars in millions)

 
  Historical   Legal
Entities
Adjustment (a)
  Subtotal    
  Other
Pro Forma
Adjustments
   
  Pro Forma    

ASSETS

                                         

Current assets:

                                         

Cash and cash equivalents

  $ 35   $   $ 35       $       $ 35    

Accounts receivable, net

    275     (10 )   265         108   b     373    

Accounts receivable from affiliates

    502     (73 )   429         (429 )         g

Inventories

    440     (11 )   429                 429    

Prepaid expenses

    11     (1 )   10                 10    

Other current assets

    63     (1 )   62                 62    

Total current assets

    1,326     (96 )   1,230         (321 )       909    

Property, plant and equipment, net

   
1,170
   
(14

)
 
1,156
       
       
1,156
   

Intangible assets, net

    22         22                 22    

Investment in unconsolidated affiliates

    88     14     102                 102    

Deferred income taxes

    175     (18 )   157                 157    

Notes receivable from affiliates

    57         57         (57 )         g

Other noncurrent assets

    35     (1 )   34                 34    

Total assets

  $ 2,873   $ (115 ) $ 2,758       $ (378 )     $ 2,380    

LIABILITIES AND EQUITY

                                         

Current liabilities:

                                         

Accounts payable

  $ 295   $ (11 ) $ 284       $       $ 284    

Accounts payable to affiliates

    783     (10 )   773         (773 )         g

Accrued liabilities

    188     (7 )   181   f             181    

Current portion of debt

    10         10                 10    

Total current liabilities

    1,276     (28 )   1,248         (773 )       475    

Long-term debt

   
13
   
   
13
       
[            ]
 

c

   
[            ]
   

Long-term debt to affiliates

    894         894         (894 )         g

Deferred income taxes

    10     1     11                 11    

Other noncurrent liabilities

    403     (80 )   323   f             323    

Total liabilities

    2,596     (107 )   2,489         [            ]         [            ]    

Equity

                                         

Parent's net investment and advances

    678     (27 )   651         (651 ) d        

Accumulated other comprehensive loss

    (414 )   19     (395 )               (395 )  

Common stock—Class A

                    [            ]   d, e     [            ]    

Common stock—Class B

                    [            ]   d, e     [            ]    

Additional paid-in capital

                    [            ]   d     [            ]    

Total Venator equity

    264     (8 )   256         [            ]         [            ]    

Noncontrolling interest in subsidiaries

    13         13                 13    

Total equity

    277     (8 )   269         [            ]         [            ]    

Total liabilities and equity

  $ 2,873   $ (115 ) $ 2,758       $ [            ]       $ [            ]    

See accompanying notes to unaudited pro forma condensed combined financial statements.

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Venator Materials Corporation
(Combined Divisions of Huntsman Corporation)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2016
(Dollars and shares in millions, except per share amounts)

 
  Historical   Legal Entities
Adjustment (a)
  Subtotal   Other Pro
Forma
Adjustments
   
  Pro Forma    
 

Revenues:

                                           

Trade sales, services and fees, net

  $ 2,249   $ (110 ) $ 2,139   $         $ 2,139        

Related party sales

    60     (60 )                        

Total revenues

    2,309     (170 )   2,139               2,139        

Cost of goods sold

    2,134     (147 )   1,987               1,987        

Operating expenses:

                                           

Selling, general and administrative

    240     (15 )   225               225     b  

Restructuring, impairment and plant closing costs

    35         35               35        

Other (income) expense, net

    (46 )   1     (45 )             (45 )      

Total expenses

    229     (14 )   215               215        

Operating loss

    (54 )   (9 )   (63 )             (63 )      

Interest expense

    (59 )   1     (58 )   [            ]     c     [            ]        

Interest income

    15     (1 )   14     [            ]     c     [            ]        

Other (expense) income, net

    (1 )   7     6               6        

Loss before income taxes

    (99 )   (2 )   (101 )   [            ]           [            ]        

Income tax benefit

    22     1     23     [            ]     e     [            ]        

Net loss

    (77 )   (1 )   (78 )   [            ]           [            ]        

Net income attributable to noncontrolling interests

    (10 )       (10 )             (10 )      

Net loss attributable to Venator

  $ (87 ) $ (1 ) $ (88 ) $ [            ]         $ [            ]        

Basic and diluted loss per Class A and Class B share:

                                           

Net loss attributable to Venator

                                $ [            ]        

Weighted average shares

                      [            ]     d     [            ]        

See accompanying notes to unaudited pro forma condensed combined financial statements.

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Venator Materials Corporation
(Combined Divisions of Huntsman Corporation)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2015
(Dollars and shares in millions, except per share amounts)

 
  Historical   Legal Entities
Adjustment (a)
  Pro Forma    
 

Revenues:

                         

Trade sales, services and fees, net

  $ 2,270   $ (108 ) $ 2,162        

Related party sales

    60     (60 )          

Total revenues

    2,330     (168 )   2,162        

Cost of goods sold

    2,192     (146 )   2,046        

Operating expenses:

   
 
   
 
   
 
   
 
 

Selling, general and administrative

    271     (8 )   263     b  

Restructuring, impairment and plant closing costs

    223     (5 )   218        

Other (income) expense, net

    (3 )   2     (1 )      

Total expenses

    491     (11 )   480        

Operating loss

    (353 )   (11 )   (364 )      

Interest expense

    (52 )       (52 )      

Interest income

    22         22        

Loss before income taxes

    (383 )   (11 )   (394 )      

Income tax benefit

    31     (2 )   29        

Net loss

    (352 )   (13 )   (365 )      

Net income attributable to noncontrolling interests

    (7 )       (7 )      

Net loss attributable to Venator

  $ (359 ) $ (13 ) $ (372 )      

Basic and diluted loss per Class A and Class B share:

                         

Net loss attributable to Venator

              $ [            ]        

Weighted average shares

                [            ]        

See accompanying notes to unaudited pro forma condensed combined financial statements.

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Venator Materials Corporation
(Combined Divisions of Huntsman Corporation)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2014
(Dollars and shares in millions, except per share amounts)

 
  Historical   Legal Entities
Adjustment (a)
  Pro Forma    
 

Revenues:

                         

Trade sales, services and fees, net

  $ 1,654   $ (105 ) $ 1,549        

Related party sales

    75     (75 )          

Total revenues

    1,729     (180 )   1,549        

Cost of goods sold

    1,637     (154 )   1,483        

Operating expenses:

   
 
   
 
   
 
   
 
 

Selling, general and administrative

    199     (17 )   182     b  

Restructuring, impairment and plant closing costs

    62     (2 )   60        

Other expense, net

    7     3     10        

Total expenses

    268     (16 )   252        

Operating loss

    (176 )   (10 )   (186 )      

Interest expense

    (25 )       (25 )      

Interest income

    23         23        

Other expense

    (1 )       (1 )      

Loss before income taxes

    (179 )   (10 )   (189 )      

Income tax benefit

    17     1     18        

Net loss

    (162 )   (9 )   (171 )      

Net income attributable to noncontrolling interests

    (2 )       (2 )      

Net loss attributable to Venator

  $ (164 ) $ (9 ) $ (173 )      

Basic and diluted loss per Class A and Class B share:

                         

Net loss attributable to Venator

              $ [            ]        

Weighted average shares

                [            ]        

See accompanying notes to unaudited pro forma condensed combined financial statements.

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Venator Materials Corporation
(Combined Divisions of Huntsman Corporation)
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2017
(Dollars and shares in millions, except per share amounts)

 
  Historical   Legal Entities
Adjustment(a)
  Subtotal   Other
Pro Forma
Adjustments
   
  Pro Forma    
 

Revenues:

                                           

Trade sales, services and fees, net

  $ 552   $ (15 ) $ 537   $         $ 537        

Related party sales

    17     (17 )                        

Total revenues

    569     (32 )   537               537        

Cost of goods sold

    489     (26 )   463               463        

Operating expenses:

                                           

Selling, general and administrative

    44     8     52               52     b  

Restructuring, impairment and plant closing costs

    27     (1 )   26               26        

Other expense (income), net

    11     (2 )   9               9        

Total expenses

    82     5     87               87        

Operating loss

    (2 )   (11 )   (13 )             (13 )      

Interest expense

    (14 )   1     (13 )   [        ]     c     [        ]        

Interest income

    2     (1 )   1     [        ]           [        ]        

Loss before income taxes

    (14 )   (11 )   (25 )   [        ]           [        ]        

Income tax benefit

    1     4     5     [        ]     e     [        ]        

Net loss

    (13 )   (7 )   (20 )   [        ]           [        ]        

Net income attributable to noncontrolling interests

    (3 )       (3 )             (3 )      

Net loss attributable to Venator

  $ (16 ) $ (7 ) $ (23 ) $ [        ]         $ [        ]        

Basic and diluted loss per Class A and Class B share:

                                           

Net loss attributable to Venator

                                $ [        ]        

Weighted average shares

                      [        ]     d     [        ]        

See accompanying notes to unaudited pro forma condensed combined financial statements.

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Venator Materials Corporation
Notes to Unaudited Pro Forma Condensed Combined Financial Statements

NOTE 1—ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

        

(a)
The Titanium Dioxide and Performance Additives segments' operations were included in Huntsman's financial results in different legal forms, including but not limited to wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives segments were the sole businesses, components of legal entities in which the Titanium Dioxide and Performance Additives segments operated in conjunction with other Huntsman businesses and variable interest entities in which the Titanium Dioxide and Performance Additives segments are the primary beneficiaries. As such, the accompanying historical combined financial statements include amounts from certain businesses that will ultimately not be part of Venator after the spin-off. These adjustments reflect the exclusion of amounts from those other businesses.

(b)
Certain legal entities comprising the Titanium Dioxide and Performance Additives segments participate in Huntsman A/R Programs. Under the A/R Programs, these entities sell certain of their trade receivables to Huntsman International. Huntsman International grants an undivided interest in these receivables to a special purpose entity, which serves as security for the issuance of debt of Huntsman International. These entities continue to service the securities receivables. On April 21, 2017, Huntsman International amended its accounts receivable securitization facilities, which among other things removed existing receivables sold into the program by the Pigments and Additives business. In addition, after April 21, 2017 receivables generated by the Pigments and Additives legal entities will no longer participate in the Huntsman A/R Program sponsored by Huntsman. This adjustment reflects the inclusion of accounts receivable previously sold into the A/R Programs by one of the legal entities comprising the Titanium Dioxide and Performance Additives segments.

(c)
In anticipation of the spin-off, we intend to enter into new financing arrangements. After we have entered into our new financing arrangements but prior to the completion of the spin-off, we intend to use the proceeds therefrom to make a cash distribution of $             million to Huntsman and to repay intercompany debt we owe to Huntsman. This adjustment reflects the incurrence of $             million of new debt by us, the assumption of $             million of intercompany debt from Huntsman and the application of the proceeds from the new financing arrangements to fund the cash distribution and repay the assumed debt. As described in note (g) below, any remaining intercompany debt would be eliminated.

(d)
These adjustments reflect the elimination of Huntsman's net investment in, and advances to, us and adjustments to additional paid-in capital resulting from the following:

Reclassification of parent's net investment and advances

  $ 651  

Exclusion of amounts of certain businesses that will ultimately not be part of Venator

    (27 )

Contribution by parent of accounts receivable previously sold into the A/R Programs

    108  

Exclusion of intercompany balances, net

    1,181  

Inclusion of debt

    [      ]  

Issuance of common stock

    [  ]  

Additional paid-in capital

  $ [  ]  
(e)
This adjustment reflects the issuance in connection with the sepration of                shares of Venator Class B common stock at a par value of $0.01 per share and                shares of Venator Class A common stock at a value of $0.01 per share.

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(f)
Includes net unfunded pension and postretirement obligations of approximately $266 million.

(g)
Prior to the effective date of the spin-off, all outstanding balances with affiliates will be repaid, capitalized or otherwise eliminated.

NOTE 2—ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

        

(a)
The Titanium Dioxide and Performance Additives segments' operations were included in Huntsman's financial results in different legal forms, including but not limited to wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives segments were the sole businesses, components of legal entities in which the Titanium Dioxide and Performance Additives segments operated in conjunction with other Huntsman businesses and variable interest entities in which the Titanium Dioxide and Performance Additives segments are the primary beneficiaries. As such, the accompanying historical combined financial statements include amounts from other businesses that will be retained by Huntsman after the spin-off. These adjustments reflect the exclusion of amounts from those other businesses.

(b)
Our selling, general and administrative expenses include corporate and administrative charges, exclusive of all allocations to other businesses, from Huntsman of approximately $24 million, $104 million, $91 million and $78 million for the three months ended March 31, 2017 and for the years ended December 31, 2016, 2015 and 2014, respectively, reflected in the accompanying combined historical financial statements presented elsewhere in this Information Statement. We expect our recurring selling, general and administrative expenses to operate as a stand-alone public company will be lower than expenses historically allocated to us from Huntsman, reflected in our pro forma financial statements of operations by between approximately $                 million and $                 million annually. These cost reductions principally relate to lower expected overhead costs for us relative to the allocation from Huntsman included in our pro forma statements of operations with respect to (i) finance, accounting, compliance, investor relations, treasury, internal audit and legal personnel, (ii) information technology costs, (iii) professional fees associated with legal and other services, and (iv) executive compensation. Actual expenses could vary from this estimate and such variations could be material.

(c)
This adjustment reflects the following increase in interest expense resulting from the assumed incurrence of $           million of indebtedness under our new financing arrangements, the elimination of $1,181 million of intercompany balances, net, and our removal from Huntsman International's A/R Program in connection with the spin-off:
 
  Three Months
Ended March 31,
2017
  Year Ended
December 31,
2016
 
 
  (in millions)
 

Interest expense on $        million of newly incurred indebtedness

  $     $    

Amortization of debt issuance costs

             

Commitment fee on credit facility

             

Elimination of securitization fees

    1     5  

Elimination of interest expense, net from intercompany balances

    (11 )   (45 )

Tax impact of changes in interest

    [      ]     [      ]  

Total pro forma adjustment

  $     $    

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    Pro forma interest expense was calculated based on an assumed blended interest rate under our new financing arrangements of        % using market rates on an assumed borrowing amount of $             million. Interest expense also includes estimated amortization on approximately $             million of debt issuance costs related to our new financing arrangements, including the asset-based lending facility or revolving credit facility. Such costs are amortized over the terms of the associated debt. Interest expense also includes an estimated         % commitment fee on the anticipated new $             million asset-based lending facility or revolving credit facility. Actual interest expense may be higher or lower depending on fluctuations in interest rates. A one-eighth percent change in interest rates would result in a $             million change in annual interest expense.

(d)
This adjustment reflects the issuance of                shares of Venator Class B common stock at a par value of $0.01 per share and                shares of Venator Class A common stock at a value of $0.01 per share to Huntsman in connection with the spin-off.

(e)
This adjustment represents the tax effect of the currently anticipated restructuring of intercompany liabilities and receivables in connection with the separation, presented on a stand-alone basis as if the Titanium Dioxide and Performance Additives segments' operations had been conducted separately from Huntsman; however, the Titanium Dioxide and Performance Additives segments did not operate as a separate, stand-alone entity for the periods presented and, as such, the pro forma combined financial statements may not be indicative of the income tax expense or benefit, and income tax related assets and liabilities had the Titanium Dioxide and Performance Additives segments been a stand-alone company. The adjustment also represents the tax effect of pro-forma adjustments to income before income taxes based upon our current assumptions of the impacted tax jurisdiction.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the information under the headings "Risk Factors," "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Information" and "Business," as well as the audited combined financial statements, unaudited condensed combined financial statements and the related notes thereto, all appearing elsewhere in this Information Statement.

        Except when the context otherwise requires or where otherwise indicated, (1) all references to "Venator," the "Company," "we," "us" and "our" refer to Venator Materials Corporation and its subsidiaries, or, as the context requires, the Titanium Dioxide, Performance Additives and other businesses, (2) all references to "Huntsman" refer to Huntsman Corporation, our ultimate parent company prior to the spin-off, and its subsidiaries, other than us, (3) all references to the "Titanium Dioxide" segment or business refer to the TiO2 business of the Pigments & Additives segment of Huntsman and the related operations and assets, liabilities, and obligations, which we will assume in connection with the spin-off, (4) all references to the "Performance Additives" segment or business refer to the functional additives, color pigments, timber treatment and water treatment businesses of the Pigments & Additives segment of Huntsman and the related operations and assets, liabilities and obligations, which we will assume in connection with the spin-off, (5) all references to "other businesses" refer to certain other businesses that Huntsman will retain following the spin-off and that are included in our historical combined financial statements in "corporate and other" and (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.

        This MD&A contains forward-looking statements concerning trends or events potentially affecting our business or future performance, including, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions. The words "aim," "anticipate," "believe," "budget," "continue," "could," "effort," "estimate," "expect," "forecast," "goal," "guidance," "intend," "likely," "may," "might," "objective," "outlook," "plan," "potential," "predict," "project," "seek," "should," "target, "will" or "would" and similar expressions identify forward-looking statements. We do not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this information statement. See "Forward-Looking Statements" and "Risk Factors."

The Separation and Spin-Off

        On September 7, 2016, Huntsman's board of directors authorized management to pursue the spin-off of its Titanium Dioxide and Performance Additives businesses into a separate, publicly traded company. The spin-off is being executed in accordance with a Separation and Distribution Agreement between us and Huntsman. The spin-off is intended to be tax-free to the stockholders of Huntsman and to Huntsman and us for U.S. federal income tax purposes. Huntsman intends to distribute, on a pro rata basis, all of our Class B common stock to the Huntsman stockholders as of the record date for the spin-off. Venator's Class B common stock will be entitled on an aggregate basis to 80.1% of the voting power and 60% of the value of Venator. Huntsman will retain all of our Class A common stock, which will entitle Huntsman to 19.9% of the voting power and 40% of the value of Venator. Upon completion of the spin-off, we and Huntsman will each be separate, publicly traded companies and will have separate public ownership, boards of directors and management. The spin-off is, among other things, subject to final approval by Huntsman's board of directors and the satisfaction or waiver by Huntsman, in its sole discretion, of certain conditions to the spin-off, including the continued effectiveness of the IRS private letter ruling and an opinion of a tax advisor, with respect to the tax-free nature of the spin-off for U.S. federal income tax purposes.

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        We were incorporated in Delaware as a wholly-owned subsidiary of Huntsman on October 19, 2016. We will be a diversified global supplier of pigments and additives. See the discussion under the heading "The Spin-Off" included in this information statement for further details.

Basis of Presentation

        The Titanium Dioxide, Performance Additives and other businesses have historically been 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, Performance Additives and other businesses are the primary beneficiaries. Because our historical combined financial information for the periods indicated reflect the combination of these legal entities under common control, our financial statements include the results of operations of other Huntsman businesses that will not be a part of Venator's operations following the distribution. We will report the results of those other businesses as discontinued operations in our future financial statements for periods that include the date of completion of the separation.

        Our historical financial information has been derived from Huntsman's historical accounting records and is presented on a stand-alone basis as if the operations of the Titanium Dioxide, Performance Additives and other businesses had been conducted separately from Huntsman. However, the Titanium Dioxide, Performance Additives and other businesses did not operate as a separate, stand-alone entity for the periods presented and, as such, the combined financial statements may not be indicative of the financial position, results of operations and cash flows had the Titanium Dioxide, Performance Additives and other businesses been a stand-alone company.

        The combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to the Titanium Dioxide, Performance Additives and other businesses, as well as allocations of direct and indirect corporate expenses, which are based upon an allocation method that in the opinion of management is reasonable. For purposes of the combined financial statements, all significant transactions with Huntsman International have been included in group equity. All intercompany transactions within the combined businesses have been eliminated.

Overview

        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, functional additives, timber treatment and water treatment products. We operate 27 facilities, employ approximately 4,500 associates worldwide and sell our products in more than 110 countries. For the twelve months ended March 31, 2017, we had total pro forma revenues of $2,136 million.

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Factors Affecting Comparability of Our Historical Financial Results of Operations to Our Future Financial Results of Operations

        Following the distribution, we will operate as a stand-alone company and, as a result, the future results of operations will not be comparable to the historical results of operations for the periods presented, primarily because:

    The results of operations from other businesses that will be retained by Huntsman that are included in our historical financial statements will not be included in our future results from continuing operations for periods that include the date of separation, affecting the comparability of our historical results to our future results of operation. See "Unaudited Pro Forma Condensed Combined Financial Information." Those other businesses do not affect our segment results for the Titanium Dioxide and Performance Additives segments.

    The combined statements of operations and interim condensed combined income statement also include expense allocations for certain functions and centrally-located activities historically performed by Huntsman. These functions include executive oversight, accounting, procurement, operations, marketing, internal audit, legal, risk management, finance, tax, treasury, information technology, government relations, investor relations, public relations, financial reporting, human resources, ethics and compliance, and certain other shared services. These allocations are based primarily on specific identification of time or activities associated with us, employee headcount or our relative size compared to Huntsman. Our management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating expenses from Huntsman, are reasonable. Following the completion of the spin-off, we expect Huntsman to continue to provide some services related to these functions on a transitional basis for a fee. These services will be provided under the transition services agreement described in "Arrangements Between Huntsman and Our Company." Upon completion of the spin-off, we will assume responsibility for all our standalone public company costs, including the costs of corporate services currently provided by Huntsman.

      We expect our recurring selling, general and administrative expenses to operate as a stand-alone public company will be lower than expenses historically allocated to us from Huntsman as reflected in our pro forma statements of operations by between $      million and $      million annually. These cost reductions principally relate to lower expected overhead costs for us relative to the allocation from Huntsman included in our pro forma statements of operations with respect to (i) finance, accounting, compliance, investor relations, treasury, internal audit and legal personnel, (ii) information technology costs, (iii) professional fees associated with legal and other services and (iv) executive compensation. Actual expenses could vary from this estimate and such variations could be material. Subject to the terms of the Separation and Distribution Agreement, nonrecurring third-party costs and expenses that are related to the separation, other than the debt-related costs, and incurred prior to the separation date will generally be paid by Huntsman. We expect such nonrecurring amounts to include costs to separate and/or duplicate information technology systems, outside legal and accounting fees, and similar costs. See "Unaudited Pro Forma Condensed Combined Financial Information."

    We have historically participated in Huntsman's corporate treasury management program and have not incurred or carried any third-party debt (other than capital leases). Excess cash generated by our business has been distributed to Huntsman, and likewise our cash needs have been provided by Huntsman. Accordingly, we have not included third-party debt (other than capital leases) or related interest expense in our combined financial statements because there was no specifically identifiable third-party debt associated with our operations. We intend to enter into new financing arrangements in connection with the spin-off. We expect to incur up to $             million in new debt, which may include the issuance of senior notes, term loans, borrowings under an asset-based

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      lending facility or a revolving credit facility or a combination thereof and use the proceeds therefrom to make a cash distribution of $             million to Huntsman and to repay intercompany debt we owe to Huntsman, each prior to the completion of the spin-off. As a result, the capitalization of our business will be different and we will incur cash interest expenses as well as amortization of financing costs. See "Unaudited Pro Forma Condensed Combined Financial Information."

    We expect to institute competitive compensation policies and programs as a standalone public company, the expense for which may differ from the compensation expense allocated by Huntsman in our combined financial statements.

    Venator is comprised of operations in various tax jurisdictions. Venator's operations were included in Huntsman's financial results in different legal forms, including but not limited to wholly-owned subsidiaries for which Venator was the sole business, components of legal entities in which Venator operated in conjunction with other Huntsman businesses and variable interest entities in which Venator is the primary beneficiary.

      Similarly, Venator's tax obligations and filings were included in different legal forms, including, but not limited to, legal entities in certain countries where fiscal unity or consolidation is allowed or required with other Huntsman businesses, components of legal entities in which Venator operated in conjunction with other Huntsman businesses, and legal entities which file separate tax returns in their respective tax jurisdictions.

      The combined financial statements have been prepared from Huntsman's historical accounting records and are presented on a stand-alone basis as if Venator's operations had been conducted separately from Huntsman; however, Venator did not operate as a separate, stand-alone entity for the periods presented and, as such, the tax results and attributes presented in these combined financial statements would not be indicative of the income tax expense or benefit, income tax related assets and liabilities and cash taxes had Venator been a stand-alone company.

      The combined financial statements have been prepared under the currently anticipated legal structure of Venator such that the historical results of legal entities are presented as follows: The historical tax results of legal entities which file separate tax returns in their respective tax jurisdictions and which need no restructuring before being contributed to Venator are included without adjustment, including the inclusion of any currently held subsidiaries. The historical tax results of legal entities in which Venator operated in conjunction with other Huntsman businesses that will be retained by Huntsman following the spin-off for which new legal entities will be formed for Venator operations are presented on a stand-alone basis as if their operations had been conducted separately from Huntsman and any adjustments to current taxes payable have been treated as adjustments to parent's net investment and advances. The historical tax results of legal entities in which Venator operated in conjunction with other Huntsman businesses for which the Huntsman business will be transferred out to different legal entities have been presented without adjustment, including the historical results of the other Huntsman businesses which are unrelated to our continuing operating businesses.

      Pursuant to tax-sharing agreements, subsidiaries of Huntsman are charged or credited, in general, with an amount of income taxes as if they filed separate income tax returns. Adjustments to current income taxes payable by Venator have been treated as adjustments to parent's net investment and advances.

      Venator includes the U.S. Titanium Dioxide and Performance Additives subsidiaries of Huntsman International which are treated for U.S. tax purposes as divisions of Huntsman International. Huntsman International is included in the U.S. consolidated tax return of its parent, Huntsman. A 2% U.S. state income tax rate (net of federal benefit) was estimated for Venator based upon the

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      estimated apportionment factors and actual income tax rates in state tax jurisdictions where it has nexus. U.S. foreign tax credits relating to taxes paid by non-U.S. business entities have been generated and utilized by Huntsman. On a separate entity basis, these foreign tax credits would not have been generated or utilized. Therefore, no additional allocation of Huntsman foreign tax credits was necessary. Additionally, Huntsman had no U.S. net operating loss carryforward amounts ("NOLs") or similar attributes to allocate to us. We believe this methodology is reasonable and complies with Staff Accounting Bulletin Topic 1B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.

        In addition, there were acquisitions, dispositions and restructuring initiatives completed in the periods presented that will impact the comparability of the historical results of operations for the periods presented and to future periods, primarily comprising the following:

    On October 1, 2014, Huntsman completed the acquisition of the TiO2 and performance additives businesses of Rockwood. Huntsman paid $1.02 billion in cash and assumed certain unfunded pension liabilities in connection with the Rockwood acquisition and subsequently contributed these businesses to our Titanium Dioxide and Performance Additives segments. In connection with securing certain regulatory approvals required to complete the Rockwood acquisition, Huntsman sold our TiO2 TR52 product line used in printing inks to Henan Billions Chemicals Co., Ltd. ("Henan") in December 2014.
    In 2014, our Titanium Dioxide and Performance Additives businesses began taking significant actions to improve their global competitiveness and implemented a comprehensive restructuring program. In connection with this restructuring program, the Titanium Dioxide and Performance Additives segments recorded significant charges relating to workforce reductions, pension related charges and other restructuring costs that impact comparability of our historical financial statements as well as future financial statements. We expect following the spin-off, to incur charges related to this restructuring program. As of March 31, 2017, we had approximately $34 million of reserves accrued for our remaining Titanium Dioxide and Performance Additives segments restructuring liabilities, approximately $30 million of which was classified as current.

    In February 2015, Huntsman announced a plan to close the black end manufacturing operations and ancillary activities at our Calais, France site, which will reduce our TiO2 nameplate capacity by approximately 100,000 metric tons or 13% of our total TiO2 capacity. In 2015, the Titanium Dioxide segment began to accelerate depreciation on the affected assets and recorded accelerated depreciation in 2015 of $68 million as restructuring, impairment and plant closing costs. In addition, during 2015, the Titanium Dioxide segment recorded charges of $30 million primarily for workforce reductions and non-cash charges of $17 million and, in the first quarter of 2016, recorded further restructuring charges of $1 million.

    In March 2017, we announced a plan to close the white end finishing and packaging operations of our TiO2 manufacturing facility at our Calais, France site. The announced plan follows the 2015 announcement of the closure of the black end manufacturing operations and would result in the closure of the entire facility. In connection with this closure, we recorded restructuring expense of $22 million in the three months ended March 31, 2017. We recorded $4 million of accelerated depreciation on the remaining long-lived assets associated with this manufacturing facility during the three months ended March 31, 2016. We expect to incur additional charges of approximately $41 million for this facility closure through the end of 2021.

    During the fourth quarter of 2015, we determined that our South African asset group was impaired and recorded an impairment charge of $19 million. On July 6, 2016, we announced plans to close our South African TiO2 manufacturing facility. We recorded restructuring expenses of approximately $1 million in the three months ended March 31, 2017 and approximately $6 million in the year ended December 31, 2016. Additionally, we recorded an impairment charge of

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      $1 million during the second quarter of 2016. The majority of the long-lived assets associated with this manufacturing facility were impaired in the fourth quarter of 2015. We expect to incur additional charges of approximately $4 million through the end of the third quarter of 2018.

    On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage, and it is currently not fully operational. During the first quarter of 2017, we recorded a loss of $32 million for the write-off of fixed assets and lost inventory in other operating (income) expense, net in our condensed combined statements of operations (without taking into account the insurance recoveries discussed below). In addition, we recorded a loss of $4 million of costs for cleanup of the facility through March 31, 2017. The site is insured for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively, with a limit of $500 million. On February 9, 2017, we received $54 million as an initial partial progress payment from our insurer. During the first quarter of 2017, we recorded $32 million of income related to insurance recoveries in other operating (income) expense, net in our condensed combined statements of operations and we recorded $22 million as a deferred income in accrued liabilities for costs not yet incurred. We expect the Pori facility to restart in phases as follows: approximately 20% capacity in the second quarter of 2017; approximately 40% aggregate capacity in the second quarter of 2018; and full capacity around the end of 2018. While we and Huntsman are committed to (i) repairing the facility as quickly as possible, and (ii) working with our insurer to recoup losses incurred as a result of the fire, until full repairs are made, we have lost access to TiO2 nameplate capacity of up to 130,000 metric tons, which represents approximately 16% of our total TiO2 nameplate capacity.

      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, restitution, and rescission of the Rockwood Acquisition or, to the extent that rescission is not feasible, rescissory damages. Venator is not party to the suit. We are currently evaluating the impact of, and expect the Separation and Distribution Agreement to include provisions addressing, such matters. The following table summarizes revenues, income from operations and operating cash flows for the three months ended March 31, 2017 and 2016 and for the years ended December 31, 2016, 2015 and 2014 as well as total assets as of March 31, 2017 and 2016 and December 31, 2016 and 2015 that are attributable to the businesses acquired in the Rockwood Acquisition and that will ultimately be part of Venator after the spin-off.

 
  Three Months
Ended
March 31,
  Year Ended
December 31,
 
 
  2017   2016   2016   2015   2014  
 
  (in millions)
 

Statement of Operations and Cash Flows Data:

                               

Revenues

  $ 380   $ 401   $ 1,561   $ 1,509   $ 330  

Net income (loss) from continuing operations

    6     (4 )   18     (58 )   2  

Operating cash flows

    (94 )   23     70     126     (3 )

Balance Sheet Data (at period end):

                               

Total assets

  $ 1,847   $ 1,720   $ 1,699   $ 1,679        

Total long-term liabilities

    539     542     526     531        

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Raw Material Costs

        The primary variable manufacturing costs in our TiO2 business are titanium-bearing feedstocks and energy.

        Feedstocks are available in different forms, including ilmenite, sulfate slag, synthetic rutile and chloride slag. Our manufacturing facilities use the different forms in varying proportions depending on their technology and configuration. We incurred manufacturing costs of $388 million and $440 million for the years ended December 31, 2016 and 2015, respectively, in relation to feedstocks.

        The energy used in TiO2 manufacturing includes electricity, gas and steam. The costs in each location primarily depend on the plant design and prevailing market prices. The manufacturing costs of energy for the years ended December 31, 2016 and 2015 were $183 million and $218 million, respectively.

Business Environment and Industry Outlook

        Global TiO2 demand growth rates tend to track Global GDP growth rates over the medium term; however, this varies by region. Developed markets such as the U.S. and Western Europe exhibit higher consumption per person but lower demand growth rates, while emerging markets such as Asia exhibit higher demand growth rates. The TiO2 industry experiences some seasonality in sales reflecting the high exposure to seasonal coatings end-use markets. Coating sales generally peak during the spring and summer months in the northern hemisphere, resulting in greater sales volumes during the second and third quarters of the year.

        We are one of the six major producers of TiO2 in the world that collectively account for approximately 60% of global TiO2 production capacity according to TZMI. Producers of the remaining 40% are primarily single-plant producers that focus on regional sales. TiO2 supply has historically kept pace with increases in demand as producers increased capacity through low cost incremental debottlenecks, efficiency improvements and, more recently, new capacity additions mainly in China. During periods of low TiO2 demand, the industry experiences high stock levels and consequently reduces production to manage working capital. Pricing in the industry is driven primarily by the supply/demand balance.

        Global TiO2 sales in 2016 exceeded 6.0 million metric tons, generating approximately $12.6 billion in industry-wide revenues according to TZMI. The global TiO2 market is highly competitive, and competition is based primarily on product price, quality and technical service. We face competition from producers using the chloride process as well as those using the sulfate process. Due to the ease of transporting TiO2, there is also competition between producers with facilities in different geographies. Over the last decade, there has been substantial growth in TiO2 demand in emerging economies, notably Asia. The growing demand in Asia has consumed the majority of Chinese production. We operate primarily in markets where our product quality and service are valued or preferred by our customers and differentiate us from Chinese TiO2 competitors. Cost advantages are typically driven by the scale of the plant, type of feedstock, source of energy and cost of local labor. We are generally able to reduce production costs by finding innovative solutions to convert the by-products arising from our sulfate process into value-adding co-products. Today, approximately 60% of all by-products of our sulfate processes are sold as co-products, and we are one of the largest producers of sulfate co-products in the world, including gypsum, copperas and other iron salts. We believe our differentiated and specialty products, along with our ability to profitably commercialize the associated co-products, enhance our plants' overall efficiency and resulting profitability. With our competitive cost structure and our slate of differentiated and specialty products, we believe we are well positioned to compete in a cyclical market.

        Historically, the market for large volume TiO2 applications, including coatings, paper and plastics, has experienced alternating periods of tight supply, causing prices and margins to increase, followed by periods of lower capacity utilization, resulting in declining prices and margins. The volatility this market experiences occurs as a result of significant changes in the demand for products as a consequence of global

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economic activity and changes in customers' requirements. The supply-demand balance is also impacted by capacity additions or reductions that result in changes of utilization rates. In addition, TiO2 margins are impacted by significant changes in major input costs such as energy and feedstock.

        Profitability for TiO2 reached a peak in 2011, with significantly higher demand, prices and margins. Following the peak, utilization rates dropped in 2012 as demand fell due to weaker economic conditions, industry de-stocking and the addition of new TiO2 capacity. There was an associated decline in prices and margins. Over the following three years, demand recovered slowly; however, this modest demand improvement did not result in any significant increase in operating rates, and TiO2 prices consequently declined throughout the period. After reaching a trough in the first quarter of 2016, supply/demand fundamentals began improving in 2016 primarily due to strong global demand growth and some capacity rationalizations. Though the TiO2 market has shown signs of recovery, prices and margins remain below normalized historical levels. With the expectation of global capacity utilization rate improvements and further price increases, TiO2 margins are expected to increase to more historically normalized values. With approximately 70% of Venator's pro forma revenue during the twelve months ended March 31, 2017 being derived from TiO2 sales, we believe recovery in TiO2 margins to historic normalized levels should result in increased profitability and cash flow generation.

        We estimate that the global demand for iron oxide pigments was approximately 1.3 million metric tons per year for 2016. Approximately 45% of this demand was generated from Asia, with Europe representing approximately 23% of demand and North America representing approximately 21% of demand. The construction industry consumes approximately 45% of colored iron oxide pigments, where the products are used for the coloring of manufactured concrete products such as paving tiles and precast roof tiles as well as for coloring cast in place concrete such as ready-mix, stucco and mortar. Industrial and architectural coatings represent the second largest segment for iron oxides (approximately 30% of total demand), where these pigments bring color, opacity and fade resistance to a variety of solvent and water-borne coating systems. Growth in the demand for iron oxide pigments is therefore closely linked to demand in the construction and coatings industries.

        More than 90% of functional additives are sold into coatings, plastics and pharmaceuticals end markets. The demand dynamics for functional additives are therefore similar to those of TiO2. Over the last five years, there has been strong growth in demand for functional additives in specific applications such as white BOPET films. Final applications of these films include flat panel displays for televisions, labels and medical diagnostic devices. The demand for ultramarine blue pigments is primarily driven by the plastics industry, with approximately two-thirds of all ultramarine pigments used as colorants in polymeric materials such as packaging, automotive components and consumer plastics.

Exchange Rate Movements

        Our earnings are subject to fluctuations due to exchange rate movements. Our revenues and expenses are denominated in various currencies, including the primary European currencies, which have recently been volatile, while our reporting currency is the U.S. dollar. Generally, a decline in the value of the euro relative to the U.S. dollar will reduce our reported profitability. A decline in the value of the British pound sterling or Malaysian ringgit relative to the U.S. dollar will increase our reported profitability.

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Results of Operations

        The following table sets forth our combined results of operations for the years ended December 31, 2016, 2015 and 2014 and the three months ended March 31, 2017 and 2016 (dollars in millions). These results include other Huntsman businesses that are not part of our Titanium Dioxide or Performance Additives segments that will ultimately not be part of our continuing operations. See "Unaudited Pro Forma Condensed Combined Financial Information."

 
   
   
   
   
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