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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on November 27, 2017

Registration No. 333-            

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



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

England and Wales
(State or Other Jurisdiction
of Incorporation or Organization)
  2860
(Primary Standard Industrial
Classification Code Number)
  98-1373159
(I.R.S. Employer
Identification No.)

Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
+44 (0) 1740 608 001

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Russ R. Stolle Senior Vice President, General Counsel and Chief Compliance Officer
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
+44 (0) 1740 608 001

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Alan Beck
Sarah K. Morgan
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222

 

Ilir Mujalovic
Harald Halbhuber
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this Registration Statement.

                   If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    o

                   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                   If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                   If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b 2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

                   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o


CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price per
Share(2)

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee

 

Ordinary shares, par value $0.001 per share

  20,700,000   $23.53   $487,071,000   $60,641

 

(1)
Includes shares issuable upon exercise of the underwriters' option to purchase additional ordinary shares.

(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended on the basis of the average of the high and low prices of the Registrant's ordinary shares as reported on the New York Stock Exchange on November 24, 2017.

                   The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2017

P R O S P E C T U S

18,000,000 Shares

LOGO

Venator Materials PLC

Ordinary Shares



              Huntsman Corporation ("Huntsman"), through its wholly-owned subsidiary Huntsman (Holdings) Netherlands B.V. (the "selling shareholder"), is selling 18,000,000 of our ordinary shares. We are not selling any ordinary shares under this prospectus and will not receive any proceeds from the sale of ordinary shares to be offered by the selling shareholder. Our ordinary shares are listed on the New York Stock Exchange ("NYSE") under the symbol "VNTR." The last reported closing sale price of our ordinary shares on November 24, 2017 was $23.28 per share.

              Huntsman controls and, following this offering, will continue to control a majority of the voting power of our ordinary shares. As a result, we are a "controlled company" within the meaning of the NYSE listing standards. See "Management—Status as a Controlled Company" and "Security Ownership of Management and Selling Shareholders."

              Investing in the ordinary shares involves risks that are described in the "Risk Factors" section beginning on page 18 of this prospectus.



 
 
Per Share
 
Total
 

Public offering price

  $                $               

Underwriting discount(1)

  $                $               

Proceeds, before expenses, to the selling shareholder

  $                $               
(1)
See "Underwriting" section beginning on page 194 of this prospectus for additional information regarding total underwriter compensation.

              The underwriters may also exercise their option to purchase up to an additional 2,700,000 ordinary shares from the selling shareholder at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

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

              The shares will be ready for delivery on or about                        , 2017.



BofA Merrill Lynch   Citigroup   Goldman Sachs & Co. LLC   J.P. Morgan

The date of this prospectus is                    , 2017.


Table of Contents

GRAPHIC


Table of Contents


TABLE OF CONTENTS

PROSPECTUS SUMMARY

  1

RISK FACTORS

  18

FORWARD-LOOKING STATEMENTS

  51

USE OF PROCEEDS

  53

MARKET PRICE OF ORDINARY SHARES

  54

DIVIDEND POLICY

  55

CAPITALIZATION

  56

SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

  57

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

  59

BUSINESS

  100

MANAGEMENT

  124

EXECUTIVE COMPENSATION

  130

DIRECTOR COMPENSATION

  146

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  147

SECURITY OWNERSHIP OF MANAGEMENT AND SELLING SHAREHOLDER

  156

DESCRIPTION OF SHARE CAPITAL

  157

SHARES ELIGIBLE FOR FUTURE SALE

  183

MATERIAL TAX CONSIDERATIONS

  185

UNDERWRITING

  194

LEGAL MATTERS

  202

EXPERTS

  203

WHERE YOU CAN FIND MORE INFORMATION

  204

INDEX TO FINANCIAL STATEMENTS

  F-1

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ABOUT THIS PROSPECTUS

              You should rely only on the information contained in this prospectus, any free writing prospectus prepared by us or on our behalf and the information to which we have referred you. Neither we, nor the selling shareholder, nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling shareholder and the underwriters are offering to sell ordinary shares and seeking offers to buy ordinary shares only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ordinary shares. Our business, financial condition, results of operations and prospects may have changed since that date. We will update this prospectus only as required by law, including with respect to any material change affecting us or our business prior to the completion of this offering. Except when the context otherwise requires or where otherwise indicated, (i) the information included in this prospectus assumes that the underwriters will not exercise their option to purchase additional ordinary shares and (ii) the description of our business included in this prospectus assumes our Pori facility is operating at the same capacity and operational levels as it was prior to the fire. Our Pori facility comprised 17% of our total TiO2 annual nameplate production capacity prior to the fire. On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. Please see for more information "Prospectus Summary—Recent Developments—Pori Fire."

              This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors" and "Forward-Looking Statements."


COMMONLY USED DEFINED TERMS

              Except when the context otherwise requires or where otherwise indicated, (1) all references to "Venator," the "Company," "we," "us" and "our" refer to Venator Materials PLC and its subsidiaries, or, as the context requires, the historical Pigments and Additives business of Huntsman, (2) all references to "Huntsman" refer to Huntsman Corporation, our controlling shareholder, and its subsidiaries, (3) all references to the "Titanium Dioxide" segment or business refer to the titanium dioxide ("TiO2") business of Venator, or, as the context requires, the historical Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, which we have assumed, (4) all references to the "Performance Additives" segment or business refer to the functional additives, color pigments, timber treatment and water treatment businesses of Venator, or, as the context requires, the Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, which we have assumed, (5) all references to "other businesses" refer to certain businesses that Huntsman retained in connection with the separation and that are reported as discontinued operations in our condensed consolidated and combined financial statements, (6) all references to "Huntsman International" refer to Huntsman International LLC, a wholly-owned subsidiary of Huntsman and the entity through which Huntsman operates all of its businesses, (7) all references to the "selling shareholder" refer to Huntsman (Holdings) Netherlands B.V., a wholly-owned subsidiary of Huntsman and the entity through which Huntsman is selling our ordinary shares in this offering, (8) we refer to the internal reorganization prior to our initial public offering (our "IPO"), the separation transactions initiated to separate the Venator business from Huntsman's other businesses, including the entry into and effectiveness of the separation agreement and ancillary agreements, and the Senior Credit Facilities (as defined below) and Senior Notes (as defined below), including the use of the net proceeds of the Senior Credit Facilities and the Senior Notes, which were used to repay intercompany debt we owed to Huntsman and to pay related fees and expenses, as the "separation"

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and (9) the "Rockwood acquisition" refers to Huntsman's acquisition of the performance and additives and TiO2 businesses of Rockwood Holdings, Inc. ("Rockwood") completed on October 1, 2014.


FINANCIAL STATEMENT PRESENTATION

              Prior to the separation, our operations were included in Huntsman's financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which are comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives businesses are the primary beneficiaries. The unaudited condensed consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to us. The unaudited condensed consolidated and combined financial statements also include allocations of direct and indirect corporate expenses through the date of the separation, which are based upon an allocation method that in the opinion of management is reasonable. Because the historical condensed consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical condensed consolidated and consolidated financial information includes the results of operations of other businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see note "3. Discontinued Operations" to our unaudited condensed consolidated and combined financial statements and note "26. Discontinued Operations" to our combined financial statements.


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 prospectus 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 prospectus 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 prospectus includes industry data and forecasts that are based on independent industry publications such as (i) TiO2 Pigment Price Forecast to 2020, Q1/Q2/Q3 2017 and Q4 2016, (ii) TiO2 Pigment Supply/Demand Q2/Q3/Q4 2016 and Q1/Q2 2017, (iii) Global TiO2 Pigment Producers—Comparative Cost & Profitability Study 2016, (iv) Feedstock Price Forecast Q1/Q2/Q3 2017 and Q4 2016 and (v) TiO2 Market Insight, August and September 2017, each published by TZ Mineral International Pty Ltd., an independent consulting company that reports market data for the chemicals sector ("TZMI"), as well as government publications and other published independent sources. Some data is also based on our good faith estimates. 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.


OUR SEPARATION FROM HUNTSMAN CORPORATION

              Prior to our IPO, Huntsman and its subsidiaries completed an internal reorganization to effect the separation. Following our IPO, we are a stand-alone public company and Huntsman, through the selling shareholder, is currently our controlling shareholder. See "Summary—Recent Developments", "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company" and our financial statements and the notes thereto included elsewhere in this prospectus.

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PROSPECTUS SUMMARY

              This summary highlights information contained in this prospectus and provides an overview of our company, our separation from Huntsman and the offering by the selling shareholder of our ordinary shares. You should read this entire prospectus carefully, including the risks discussed under "Risk Factors," our audited and unaudited historical combined financial statements and the notes thereto included elsewhere in this prospectus. Some of the statements in this summary constitute forward-looking statements. See "Forward-Looking Statements."

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 and functional additives, a leading North American producer of timber treatment products and a leading European producer of 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 September 30, 2017, we had total revenues of $2,172 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 approximately 6,900 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. Our color pigments, functional additives and timber treatment 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 approximately $1.3 billion in our Titanium Dioxide and Performance Additives segments from January 1, 2014 to September 30, 2017 on acquisitions, restructuring and integration. We continue to implement additional business improvements within our Titanium Dioxide and Performance Additives businesses, which we refer to as our business improvement program. Please read "—Recent Developments—Business Improvement Program." As a result of these efforts, we believe we are well-positioned to capitalize on the continued strength of the TiO2 market 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 as of September 30, 2017.

GRAPHIC

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, broadening our specialty TiO2 product offerings and adding significant scale and capacity to

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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 September 30, 2017, our revenues were $2,172 million. We believe further improvements in TiO2 margins should result in increased profitability and cash flow generation.

      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 TZMI. 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 and plastics.

              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 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

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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 were approximately 6.0 million metric tons, generating approximately $12.6 billion in industry-wide revenues based on data provided by TZMI. TZMI forecasts that 2017 global TiO2 sales will increase to 6.1 million metric tons, generating approximately $16 billion in industry-wide revenues. 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 previously reached a peak in 2011, with significantly higher prices than our current TiO2 prices. 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

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demand growth and some capacity rationalizations, including Chinese environmental reform, which has constrained Chinese TiO2 production. Though the TiO2 market has improved significantly, TiO2 prices remain below the most recent historically high average prices in 2011 and 2012. If the prices further increase, coupled with our expected additional savings through our business improvement program, we expect our TiO2 margins to further increase. With approximately 72% of our revenue during the twelve months ended September 30, 2017 being derived from TiO2 sales, we believe further improvements in TiO2 margins 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 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.

              We sell more than 90% of our functional additives products into coatings and plastics 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 biaxially-oriented polyethylene terephthalate ("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 shareholders by focusing on our competitive strengths, including the following:

    Well-Positioned to Capitalize on Strength of TiO2 Market and Growth Opportunities.  We believe that our Titanium Dioxide segment is well-positioned to take advantage of improvements in the TiO2 industry cycle. TZMI estimates that global TiO2 demand grew by approximately 8% in 2016 and forecasts growth of approximately 2% in 2017. TZMI further estimates that production capacity grew by approximately 1% in 2016 and forecasts growth of approximately 2% in 2017. We expect a favorable supply/demand balance will further promote an environment favorable for TiO2 price increases. We realized approximately $300 per metric ton improvement in pricing over the course of 2016. TZMI estimates that the market price of global high quality TiO2 will grow by more than $600 per metric ton, the equivalent of more than 26%, from December 31, 2016 through the first quarter of 2018. We announced price increases for each of the first three quarters of 2017: $160 per metric ton in the first quarter, $250 per metric ton in the second quarter and $250 per metric ton in the third quarter. Additionally, we are seeking price increases of up to $180 per metric ton in the fourth quarter with regional variations. 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 and European plants are currently running at full operating rates with long delivery lead times. If prices continue to increase in and beyond 2017, and additional savings through our business improvement program are delivered, TiO2 margins are expected to increase. Additionally,

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      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.

    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 approximately $1.3 billion from January 1, 2014 to September 30, 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 business 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 are currently implementing additional business improvements within our Titanium Dioxide and Performance Additives businesses, which we expect to be completed by the end of 2018. See "Risk Factors—Risks Related to Our Business—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 or may incur additional and/or unexpected costs in order to realize them."

    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

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      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. We have exposure to both emerging and mature markets, and we believe our geographic mix positions us to take advantage of significant growth opportunities.

    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 increasing 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 ultraviolet ("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 more than 25 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.

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      Kurt Ogden, our Senior Vice President and Chief Financial Officer, previously served as Huntsman's Vice President, Investor Relations and Finance, Russ Stolle, our Senior Vice President, General Counsel and Chief Compliance Officer, previously served as Huntsman's Senior Vice President and Deputy General Counsel and Mahomed Maiter, our Senior Vice President, White Pigments, previously served as Huntsman's Vice President, Revenue/Global Sales and Marketing. Together, they bring more than 75 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.

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 approximately $1.3 billion from January 1, 2014 to September 30, 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 are currently implementing additional business improvements within our Titanium Dioxide and Performance Additives businesses, which we expect 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 have a moderate amount of leverage and did not assume any environmental or legal liabilities from Huntsman in connection with our IPO and the separation 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 Adjusted 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 shareholders 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 positions us as one of the leading differentiated TiO2 producers 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 improving market demand

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      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 (inclusive of our Pori facility that is under reconstruction) 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.

      Through the restructuring and integration of the Rockwood businesses, including work force reductions, variable and fixed cost optimization and facility closures, we 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 intend to 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.

Our Relationship with Huntsman

              Following our IPO, we are a stand-alone public company and Huntsman, through the selling shareholder, is our controlling shareholder. Upon the completion of this offering, we expect that Huntsman will continue to be our controlling shareholder, owning 58.5% of our outstanding ordinary shares, or 56.0% if the underwriters exercise their option to purchase additional ordinary shares in full. Huntsman advises us that it intends to continue to monetize its retained ownership stake in Venator. Subject to prevailing market and other conditions (including the terms of Huntsman's lock-up agreement), this future monetization may be effected in additional follow-on capital market transactions or block transactions that permit an orderly distribution of Huntsman's retained shares.

Recent Developments

Initial Public Offering and the Separation

              On August 8, 2017, we completed our IPO through the sale of 26,105,000 ordinary shares, par value $0.001 per share (the "ordinary shares"), which included 3,405,000 ordinary shares issued upon the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $20.00 per share. All of the ordinary shares were sold by Huntsman and we did not

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receive any proceeds from the offering. In conjunction with our IPO, we assumed the Titanium Dioxide and Performance Additives businesses of Huntsman and the related assets, liabilities and obligations and operations and entered into the separation agreement to effect the separation of this business from Huntsman. Prior to our IPO, we were a wholly-owned subsidiary of Huntsman. Our ordinary shares began trading August 3, 2017 on the NYSE under the symbol "VNTR." Following our IPO, Huntsman owns approximately 75% of our outstanding ordinary shares.

              In connection with our IPO and the separation, we and Huntsman entered into certain agreements that allocated between us the various assets, employees, liabilities and obligations that were previously part of Huntsman and that govern various interim and ongoing relationships between the parties.

Senior Credit Facilities and Senior Notes

              On August 8, 2017, in connection with our IPO and the separation, we entered into new financing arrangements and incurred new debt, including borrowings of $375 million under a new senior secured term loan facility with a maturity of seven years (the "term loan facility"). In addition to the term loan facility, we entered into a $300 million asset-based revolving lending facility with a maturity of five years (the "ABL facility" and, together with the term loan facility, the "Senior Credit Facilities"). On July 14, 2017, in connection with our IPO and the separation, our subsidiaries Venator Finance S.à.r.l. and Venator Materials LLC (the "Issuers"), issued $375 million in aggregate principal amount of 5.75% Senior Notes due 2025 (the "Senior Notes"). Promptly following consummation of the separation transactions to separate us from Huntsman, the proceeds of the Senior Notes were released from escrow and we used the net proceeds of the Senior Notes and borrowings under the term loan facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million.

Pori Fire

              On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. The Pori facility had a nameplate capacity of up to 130,000 metric tons per year, which represented approximately 17% of our total TiO2 capacity and approximately 2% of total global TiO2 demand. We are currently operating at 20% of total prior capacity but producing only specialty products, and we currently intend to restore manufacturing of the balance of these more profitable specialty products by the fourth quarter of 2018. The remaining 40% of site capacity is more commoditized and we will determine if and when to rebuild this commoditized capacity depending on market conditions, costs and projected long term returns relative to our other investment opportunities.

              We have recorded a loss of $31 million for the write-off of fixed assets and lost inventory in other operating income, net in our condensed consolidated and combined statements of operations for the nine months ending September 30, 2017. In addition, we recorded a loss of $18 million of costs for cleanup of the facility in other operating income, net through September 30, 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 an aggregate limit of $500 million. Due to prevailing strong market conditions, our TiO2 selling prices continue to improve and our business is benefitting from the resulting improved profitability and cash flows. This also has the effect of increasing our total anticipated business interruption losses from the Pori site. We currently believe the combination of increased TiO2 profitability and recently estimated reconstruction costs will result in combined business interruption losses and reconstruction costs in excess of our $500 million aggregate insurance limit. We currently expect to contain these over-the-limit costs within $100 million to $150 million, and to account for them as capital expenditures and fund them from cash from operations, which will decrease

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our liquidity in the periods those costs in excess of our insurance limits are incurred. However, these are preliminary estimates based on a number of significant assumptions, and as a result uninsured costs could exceed current estimates. Factors that could materially impact our current estimates include our actual future TiO2 profitability and related impact on our business interruption losses; the accuracy of our current property damage estimates; the actual costs and timing of our reconstruction efforts; the extent to which we rebuild the 40% of site capacity that produces commoditized products; our ability to secure government subsidies related to our reconstruction efforts; and a number of other significant market and facility-related assumptions. Please see "Risk Factors—Risks Related to our Business—Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse impact on our business, results of operations and/or financial condition."

              The fire at our Pori facility did not have a material impact on our 2017 third quarter operating results as losses incurred were offset by insurance proceeds. We received $141 million of non-refundable partial progress payments from our insurer through September 30, 2017 and we received an additional $112 million payment on October 9, 2017. During the first nine months of 2017, we recorded $128 million of income related to property damage and business interruption insurance recoveries in other operating income, net and cost of goods sold in our condensed consolidated and combined statements of operations to offset property damage and business interruption losses recorded during the period. We recorded $17 million as deferred income in accrued liabilities as of September 30, 2017 for insurance proceeds received for costs not yet incurred. The difference between payments received from our insurers of $141 million and the sum of income of $128 million and deferred income of $17 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the first nine months of the year.

              If we experience delays in construction or equipment procurement relative to the expected restart of the Pori facility, or we lose customers to alternative suppliers or our insurance proceeds do not timely cover our property damage and other losses, our business may be adversely impacted. See "Risk Factors—Risks Related to Our Business—Disruptions in production at our manufacturing facilities may have a material adverse impact on our business, results of operations and/or financial condition."

TiO2 Pricing

              TiO2 prices steadily improved during 2016. After reaching a trough in the first quarter of 2016, prices have increased for each of the last six quarters. We realized approximately $300 per metric ton improvement in pricing over the course of 2016. Although the TiO2 market has improved significantly, TiO2 prices remain below historically high average prices in 2011 and 2012. Management expects that global industry capacity utilization rates will continue to improve as supply and demand conditions continue to improve. TZMI estimates that global TiO2 demand grew by approximately 8% in 2016 and forecasts growth of approximately 2% in 2017. TZMI further estimates that production capacity grew by approximately 1% in 2016 and forecasts growth of approximately 2% in 2017. We expect a favorable supply/demand balance will further promote an environment favorable for TiO2 price increases. We announced price increases for each of the first three quarters of 2017: $160 per metric ton in the first quarter, $250 per metric ton in the second quarter and $250 per metric ton in the third quarter. Additionally, we are seeking price increases of up to $180 per metric ton in the fourth quarter with regional variations.

              These price increases were generally effective on the first day of the quarter or as contracts permit. We have successfully captured the majority of these increases. In the first quarter we achieved approximately one-half of the increase, in the second quarter we achieved more than three-quarters of the announced increase and in the third quarter we achieved nearly all of the announced increase. We currently expect to capture over half of the fourth quarter increase. Actual results are dependent upon regional and market conditions. The markets and industry in which we operate are cyclical and subject

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to competitive and economic dynamics and there can be no assurance that such price increases will be fully realized or not reversed in future periods. See "Risk Factors—Risks Related to our Business—The market for many of our TiO2 products is cyclical and volatile, and we may experience depressed market conditions for such products."

Business Improvement Program

              We continue to implement business improvements in our Titanium Dioxide and Performance Additives businesses, which we expect to be completed by the end of 2018 and continue to provide contributions to Adjusted EBITDA. Of the $60 million we previously estimated for annualized savings, we have already realized approximately $15 million of savings through the third quarter of 2017 as a result of these programs, including approximately $9 million of savings realized in the third quarter of 2017. If successfully implemented, we expect the general cost reductions and optimization of our manufacturing network to result in additional increases to our Adjusted EBITDA of approximately $45 million per year by the first quarter of 2019, with additional projected increases to Adjusted EBITDA from volume growth (primarily via the launch of new products). We currently estimate that these business improvements will require approximately $75 million of cash restructuring costs through 2020. See "Risk Factors—Risks Related to Our Business—If we are unable to successfully implement our business improvement program, we may not realize the benefits we anticipate from such program or may incur additional and/or unexpected costs in order to realize them."

Risks Affecting Our Business

              Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks described in "Risk Factors" before making a decision to invest in our ordinary shares. If any of these risks actually occur, our business, financial condition and results of operations would likely be negatively affected. In such case, the trading price of our ordinary shares would likely decline, and you may lose part or all of your investment. These risks include, but are not limited to:

    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 classification of TiO2 as a Category 2 Carcinogen or higher in the European Union 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, including our Pori facility, may have a material adverse impact on our business, results of operations and/or financial condition.

    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 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.

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    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.

    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 or may incur additional and/or unexpected costs in order to realize them.

    Our indebtedness is substantial and a significant portion of our indebtedness is 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.

    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.

    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.

Corporate Information

              On April 28, 2017, we were incorporated under the laws of England and Wales as a public limited company. Our principal executive offices are located at Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, TS22 5FD, United Kingdom. Our telephone number is +44(0) 1740 608 001. Our website address is www.venatorcorp.com. Information contained on our website is not incorporated by reference into this prospectus or the registration statement on Form S-1 of which this prospectus is a part, and you should not consider information on our website as part of this prospectus or such registration statement on Form S-1.

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The Offering

Ordinary shares offered by the selling shareholder

  18,000,000 shares.

 

20,700,000 shares if the underwriters exercise their option to purchase additional ordinary shares in full.

Ordinary shares to be outstanding immediately prior to and after this offering:

 

106,271,712 shares.

Ordinary shares held by Huntsman immediately prior to this offering

 

80,166,712 shares.

Ordinary shares to be held by Huntsman immediately after this offering

 

62,166,712 shares or 58.5% of outstanding shares.

 

59,466,712 shares or 56.0% of outstanding shares if the underwriters exercise their option to purchase additional ordinary shares in full.

Underwriters' option to purchase additional ordinary shares

 

The selling shareholder has granted the underwriters a 30-day option to purchase up to an additional 2,700,000 ordinary shares.

Use of proceeds

 

We will not receive any proceeds from the sale by the selling shareholder of our ordinary shares in this offering, including any ordinary shares offered if the underwriters exercise their option to purchase additional ordinary shares. See "Use of Proceeds."

Dividend policy

 

We do not intend to declare or pay any cash dividends on our ordinary shares for the foreseeable future. See "Dividend Policy."

Trading market and ticker symbol

 

Our ordinary shares are listed on the NYSE under the ticker symbol "VNTR."

Risk factors

 

You should carefully read and consider the information set forth in this prospectus before deciding to invest in our ordinary shares. See "Risk Factors."

              The number of ordinary shares that will be outstanding after this offering is based on 106,271,712 ordinary shares issued and outstanding as of September 30, 2017, which excludes ordinary shares issuable upon vesting of outstanding restricted stock units or exercise of outstanding options.

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SUMMARY HISTORICAL COMBINED FINANCIAL INFORMATION

              Set forth below is a summary of our historical combined information for the periods indicated. The historical unaudited condensed consolidated and combined financial information for the nine months ended September 30, 2017 and 2016 and the balance sheet data as of September 30, 2017 have been derived from our unaudited condensed consolidated and combined financial statements included elsewhere in this prospectus. The historical unaudited condensed combined financial data as of September 30, 2016 has been derived from our unaudited accounting records not included in this prospectus. The unaudited condensed consolidated and 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 nine months ended September 30, 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 prospectus. The historical combined financial information as of December 31, 2014 has been derived from our unaudited accounting records not included in this prospectus.

              Prior to the separation, our operations were included in Huntsman's financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which were comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives businesses were the primary beneficiaries. The unaudited condensed consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to us. The unaudited condensed consolidated and combined financial statements also include allocations of direct and indirect corporate expenses through the date of the separation, which are based upon an allocation method that in the opinion of management is reasonable. Because the historical condensed consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical condensed consolidated and combined financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see note "3. Discontinued Operations" to our unaudited condensed consolidated and combined financial statements and note "26. Discontinued Operations" to our combined financial statements.

              The historical consolidated and combined statements of operations also include expense allocations for certain functions and centrally-located activities performed by Huntsman through the date of the separation. 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 expense allocations do not reflect certain changes to our expenses as a result of the separation. 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."

              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

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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. See "Risks Related to Our Relationship with Huntsman—Our historical 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."

              You should read the following summary financial information in conjunction with "Selected Historical Consolidated and Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited combined financial statements, unaudited condensed consolidated and combined financial statements and the notes to those statements included in this prospectus.

              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 all of the periods presented.

 
  Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
  Year Ended December 31,  
 
  2017   2016   2017   2016   2016   2015   2014  
 
  (in millions)
 

Statement of Operations Data:

                                           

Revenues:

                                           

Titanium Dioxide

  $ 431   $ 392   $ 1,217   $ 1,197   $ 1,554   $ 1,584   $ 1,411  

Performance Additives

    151     140     464     451     585     578     138  

Total

  $ 582   $ 532   $ 1,681   $ 1,648   $ 2,139   $ 2,162   $ 1,549  

Income (loss) from continuing operations

  $ 53   $ (4 ) $ 66   $ (81 ) $ (85 ) $ (362 ) $ (171 )

Balance Sheet Data (at period end):

                                           

Total assets from continuing operations(1)

  $ 2,724   $ 2,609   $ 2,724   $ 2,609   $ 2,535   $ 3,205   $ 3,722  

Total long-term liabilities from continuing operations(2)

    1,157     1,337     1,157     1,337     1,231     1,359     1,447  

Other Financial Data:

                                           

Segment adjusted EBITDA(3)(4):

                                           

Titanium Dioxide(5)

  $ 127   $ 22   $ 268   $ 28   $ 61   $ (8 ) $ 62  

Performance Additives(5)

    15     16     57     56     69     69     14  

(1)
Defined as total assets less current assets of discontinued operations and noncurrent assets of discontinued operations.

(2)
Defined as total long-term liabilities less noncurrent liabilities of discontinued operations.

(3)
We expect that our corporate and other costs will be approximately $50 million per year, consisting of $40 million of recurring selling, general and administrative costs to operate our business as a standalone public company, which is lower than expenses historically allocated to us from Huntsman, and approximately $10 million of costs that were previously embedded in the Huntsman Pigments and Additives division.

(4)
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

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    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 "14. Operating Segment Information" to our unaudited condensed consolidated and combined financial statements.

(5)
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 prospectus, 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 share 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 share 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 gross domestic product ("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.

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              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. Although we have recently successfully implemented price increases, any decline in selling prices in future periods 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

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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.

The classification of TiO2 as a Category 2 Carcinogen or higher in the European Union 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. We, 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. On June 8, 2017, the RAC announced its preliminary conclusion that certain evidence meets the criteria under CLP to classify TiO2 as a Category 2 Carcinogen (described by the EU regulation as appropriate for "suspected human carcinogens") for humans by inhalation. The RAC published their final opinion on September 14, 2017, which proposes that TiO2 be classified as a Category 2 carcinogen by inhalation. In addition, the RAC proposed a Note in their opinion to the effect that coated particles must be evaluated to assess whether a higher category (Category 1B or 1A) should be applied and additional routes of exposure (oral or dermal) should be included. The European Commission will now evaluate the RAC opinion in deciding what, if any, regulatory measures should be taken. We, Cefic and others expect to continue to advocate to the European Commission that the RAC's report should not justify anything other than minimal regulatory measures for the reasons stated above, among others. If the European Commission were to subsequently adopt the Category 2 Carcinogen classification, or a higher categorization for coated particles, it could require that many end-use products manufactured with TiO2 be classified and labeled as containing a potential carcinogenic component, which could negatively impact public perception of products containing TiO2. This type of regulatory response could also 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 our manufacturing operations by subjecting us to new workplace safety 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 prices 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. Finally, the classification of TiO2 as a Category 2 Carcinogen or higher could lead the ECHA to evaluate other products with similar particle characteristics (such as iron oxides or functional additives) for human carcinogenic potential by inhalation, which may ultimately have similar negative impacts on other products within our portfolio. In addition, under our separation agreement

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with Huntsman entered into in connection with our IPO and separation, we are required to indemnify Huntsman for any liabilities relating to our TiO2 operations.

              Sales of TiO2 in the EU represented approximately 32% of our revenues for the twelve months ended September 30, 2017.

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

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

              Unplanned production disruptions may occur for external reasons including natural disasters, weather, disease, strikes, transportation interruption, government regulation, political unrest or terrorism, or internal reasons, such as fire, unplanned maintenance or other manufacturing problems. Any such production disruption could have a material impact on our operations, operating results and financial condition. For example, a fire occurred in January 2017 at our TiO2 manufacturing facility in Pori, Finland and the facility is currently not fully operational. We are currently operating at 20% of total prior capacity but producing only specialty products, and we currently intend to restore manufacturing of the balance of these more profitable specialty products by the fourth quarter of 2018. The remaining 40% of site capacity is more commoditized and we will determine if and when to rebuild this commoditized capacity depending on market conditions, costs and projected long term returns relative to our other investment opportunities. However, we may experience delays in construction, equipment procurement, or in start-up or plant commissioning, and, even if we are able to resume production on this schedule, we may lose customers that have in the meantime found alternative suppliers elsewhere. The site is insured for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively, with an aggregate limit of $500 million. Due to prevailing strong market conditions, our TiO2 selling prices continue to improve and our business is benefitting from the resulting improved profitability and cash flows. This also has the effect of increasing our total anticipated business interruption losses from the Pori site. We currently believe the combination of increased TiO2 profitability and recently estimated reconstruction costs will result in combined business interruption losses and reconstruction costs in excess of our $500 million aggregate insurance limit. We currently expect to contain these over-the-limit costs within $100 million to $150 million, and to account for them as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of our insurance limits are incurred. However, these are preliminary estimates based on a number of significant assumptions, and the amount by which insurance proceeds does not fully cover our damages may exceed current estimates, which would further adversely impact liquidity and earnings. Factors that could materially impact our current estimates include our actual future TiO2 profitability and related impact on our business interruption losses; the accuracy of our current property damage estimates; the actual costs and timing of our reconstruction efforts; the extent to which we rebuild the 40% of site capacity that produces commoditized products; our ability to secure government subsidies related to our reconstruction efforts; and a number of other significant market and facility-related assumptions. In addition, if we experience delays in receiving the insurance proceeds, our short term liquidity and earnings may be impacted. Additionally, our premiums and deductibles may increase substantially as a result of the fire.

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              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 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

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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 unfunded obligations under our domestic and foreign pension and postretirement benefit plans including certain unfunded pension obligations we assumed upon the consummation of our acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood. 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 rate 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 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

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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 U.S., the EU 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 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

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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 U.S. 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 our ordinary shares 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.

              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;

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    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 business improvement program, we may not realize the benefits we anticipate from such program or may incur additional and/or unexpected costs in order to realize them.

              In order to position ourselves for the separation, we undertook a series of strategic, structural and process realignment and restructuring actions within our operations. 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 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, we may not be able to realize the further benefits we have estimated such restructuring initiatives to produce in 2017, 2018 and 2019.

              We continue to implement business improvements in our Titanium Dioxide and Performance Additives businesses, which we expect to be completed by the end of 2018 and continue to provide contributions to Adjusted EBITDA. Of the $60 million we previously estimated for annualized savings, we have already realized approximately $15 million of savings through the third quarter of 2017 as a result of these programs, including approximately $9 million of savings realized in the third quarter of 2017. If successfully implemented, we expect the general cost reductions and optimization of our manufacturing network to result in additional increases to our Adjusted EBITDA of approximately $45 million per year by the first quarter of 2019, with additional projected increases to Adjusted EBITDA from volume growth (primarily via the launch of new products). We currently estimate that these business improvements will require approximately $75 million of cash restructuring costs through 2020. Cost savings expectations, as well as volume improvements, are estimates that are inherently difficult to predict and are necessarily speculative in nature, and we cannot provide assurance that we will achieve expected or any actual cost savings or volume improvements. A variety of factors could cause us not to realize some or all of the expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings programs, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, our ability to reduce headcount and our ability to achieve the efficiencies contemplated by the cost savings initiative. We may be unable to realize all of these cost savings or volume improvements within the expected timeframe, or at all, and we may incur additional or unexpected costs in order to realize them. These cost savings are based upon a number of assumptions and estimates that are in turn based on our analysis of the various factors which currently, and could in the future, impact our business. These assumptions and estimates are inherently uncertain and subject to significant business, operational, economic and competitive uncertainties and contingencies. Certain of the assumptions relate to business decisions that are subject to change, including, among others, our anticipated business strategies, our marketing strategies, our product development strategies and our ability to anticipate and react to business trends. Other assumptions relate to risks and uncertainties beyond our control, including, among others, the economic environment in which we operate, environmental regulation and other developments in our industry as well as capital markets conditions from time to time. The actual results of implementing the various cost savings initiatives may differ materially from the estimates set out in this prospectus if any of these assumptions prove incorrect. Moreover, our continued efforts to implement these cost savings may

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divert management attention from the rest of our business and may preclude us from seeking attractive new product opportunities, any of which may materially and adversely affect our business.

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 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 ("Dow Chemical"), 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 preconstruction permitting or environmental reviews, as well as 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.

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Our indebtedness is substantial and a significant portion of our indebtedness is 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.

              As of September 30, 2017, we had $375 million aggregate principal amount of Senior Notes outstanding, borrowings of $375 million under our term loan facility and no borrowings under our ABL facility, with $234 million of available borrowing capacity. Our debt level and the fact that a significant percentage of our cash flow is 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;

    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, assuming all commitments were available and all loans under the ABL facility were fully drawn, 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 $7 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.

              Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.

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 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.

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              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 are 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 was caused by former owners, or at third-party sites even if our original disposal activities were in accordance 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.

              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 GHS. 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 analyses, third-party auditing, incident investigations and root cause analyses, emergency response exercises, and to publicly share chemical and process information. Compliance with many new provisions would be required beginning in 2021. In March 2017, the EPA announced that it would reconsider the January 2017 revisions to the program and, on June 9, 2017, the EPA delayed the effective date of the revisions to February 19, 2019. The U.S. Occupational Safety

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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, 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 finalized a rule to do so on August 11, 2017. If a chemical is placed on the "inactive" list of the TSCA Inventory, then the continued manufacture, import, or processing of the chemical in the United States for a nonexempt commercial purpose is prohibited unless the manufacturer, importer, or processor of such chemical submits a "forward-looking" report to the EPA prior to resuming the use of the inactive chemical. We are still assessing the impact of this rule on our operations, but could face increased costs to conduct the necessary reviews of our inventory and submit the required usage notifications to the EPA. 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.

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, 2016 and could result in additional firm commitments by various nations with respect to future GHG emissions. However, in June 2017, President Trump announced that his administration intends to withdraw the U.S. from participation in the agreement. 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. The EPA formally proposed to repeal the Clean Power Plan on October 10, 2017. The proposed rule states that EPA has not yet determined whether the agency will propose a new rule to regulate GHG emissions from power plants, but that it will make a decision within the near future. Several states have already announced their intention to challenge any repeal of the Clean Power Plan. It is not yet clear what changes, if any, will result from the EPA's proposal, whether or how the courts will rule on the legality of the Clean Power Plan, EPA's repeal of the rules, or any future replacement. If the rules ultimately survive, and depending on how states decide to implement these rules, they may result in national or regional GHG

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emission credit trading schemes. If the EPA successfully repeals the Clean Power Plan, individual states could independently pursue similar rules. Regulation of GHG emissions from the power sector has the ability to affect the long-term price and supply of electricity and natural gas and demand for products that contribute to energy efficiency and renewable energy. This in turn could result in increased costs to purchase 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. Future regulation of GHGs has the potential to increase our operating 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 extreme 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, either through damage to our production facilities, disruption of our supply chain, or impacts to our customers.

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 the separation agreement, our debt or other agreements 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.

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

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

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 us. 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."

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.

              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.

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              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 formal process to leave the EU (often referred to as Brexit) on March 29, 2017, which will result in the U.K. leaving the EU on March 29, 2019 unless the U.K. and the remaining EU member states agree otherwise. 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.

We identified a material weakness in our internal control over financial reporting, which resulted in the restatement of our financial statements. If remediation of this material weakness is not effective, or if we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or operating results, which may adversely affect investor confidence in our company and, as a result, the value of our ordinary shares.

              We identified a material weakness in our internal control over financial reporting as of March 31, 2017. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company's annual or interim financial statements will not be prevented, or detected on a timely basis.

              The material weakness identified related to the presentation of our cash flows related to the cash pooling program in which we participated with certain subsidiaries of Huntsman International. Cash flows related to cash pooling programs should be presented as cash flows from either investing or financing activities on the statements of cash flows. As further described in note "25. Restatement of our Combined Statements of Cash Flows" to our combined financial statements, our cash flows related to cash pooling programs were improperly disclosed as operating activities instead of investing and financing activities in our statements of cash flows for the three years ended December 31, 2016 and

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for the three month periods ended March 31, 2017 and 2016. For the years ended December 31, 2016, 2015 and 2014, the adjustment from operating activities to investing and financing activities in the combined statements of cash flows was $46 million, $266 million, and $163 million, respectively. For the three month periods ended March 31, 2017 and 2016, the adjustment from operating activities to investing and financing activities in the condensed combined statements of cash flows was $146 million and $89 million, respectively. We are taking steps to remediate the material weakness and are in the process of supplementing our existing internal controls related to carve out cash flow reporting. In response to the material weakness, we have hired additional accounting personnel, provided training to our existing accounting personnel and initiated various other remedial measures. The incremental internal controls created to respond to this material weakness are being integrated into our internal controls testing plan and they will be tested during 2017. Although we plan to complete the above remediation process and associated evaluation and testing as quickly as possible, we may not be able to do so and our initiatives may prove not to be successful. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered during the evaluation and testing process, we will be unable to assert that our internal control over financial reporting is effective and our independent registered public accounting firm will be unable to express an opinion on the effectiveness of our internal control. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our shares.

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 ordinary shares could decline 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

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could fail to meet our reporting obligations, and there could be a material adverse effect on our share 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 agreement, the employee matters agreement and the tax matters agreement. 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.

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.

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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 separation 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 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.

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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 to 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.

              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

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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 U.S. do not afford intellectual property protection to the same extent as the laws of the U.S.

              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 U.S. 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 as well as marketing and selling 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 technical resources as well as harm to our brand, any of which could adversely affect our business, financial condition and results of operations. If the party claiming infringement were to prevail, we

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could be forced to discontinue the use of the related trademark, technology or design and/or pay significant damages unless we enter into royalty or licensing arrangements with the prevailing party or are able to redesign our products to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our products in a way that would not infringe the intellectual property rights of others. In addition, any payments we are required to make and any injunction we are required to comply with as a result of such infringement could harm our reputation and financial results.

Risks Related to Our Relationship with Huntsman

We are controlled by Huntsman, and its interests may conflict with yours.

              Huntsman, through the selling shareholder, owns 75.4% of our outstanding ordinary shares. Upon completion of this offering, Huntsman, through the selling shareholder, will own 58.5% of our outstanding ordinary shares, or 56.0%, if the underwriters exercise their option to purchase additional ordinary shares in full. Accordingly, Huntsman continues to control our business objectives and policies, including the composition of our board of directors and any action requiring the approval of our shareholders, such as the adoption of amendments to our articles of association, and the approval of mergers or a sale of substantially all of our assets. This concentration of ownership may also make some transactions, including mergers or other changes in control, more difficult or impossible without the support of Huntsman and could discourage others from making tender offers, which could prevent shareholders from receiving a premium for their shares. Huntsman's interests may conflict with your interests as a shareholder. For additional information about our relationships with Huntsman, see "Certain Relationships and Related Party Transactions."

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

              We may not realize all of the benefits that we anticipated when we separated from Huntsman. These benefits include the following:

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

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

    creating two separate capital structures that 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;

    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 and mergers, without having to consider the potential impact on the businesses of the other company, including funding such acquisitions using their respective common equity; and

    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.

              We may not achieve the anticipated benefits from our separation for a variety of reasons. For example, 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

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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.

Some of our historical 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.

              Our historical financial information prior to the separation and our IPO included in this prospectus has been derived from Huntsman's accounting records. Our historical financial information for the three and nine months ended September 30, 2017 includes periods during which we were a wholly-owned subsidiary of Huntsman and during which we were a stand-alone public company. Prior to the separation and our IPO, Huntsman did not account for us, and we were not operated, as a separate, stand-alone company and such information presented 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 such periods or those that we will achieve in the future. 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 combined financial statements presented elsewhere in this prospectus.

              We expect that our recurring selling, general and administrative expense (including any incremental stand-alone public company expense) will be lower than costs allocated to legal entities which continue to be a part of Venator following our IPO as reflected in our statement of operations for the year ended December 31, 2016. The anticipated cost reductions principally relate to lower expected overhead costs for us relative to the allocation from Huntsman included in our historical 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 our separation from Huntsman, we 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," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

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.

              Following the separation and our IPO, we can no longer rely on Huntsman's earnings, assets, cash flow or credit, and we are responsible for obtaining and maintaining sufficient working capital and servicing our 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

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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 agreed to 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 agreement and other agreements with Huntsman, we agreed to indemnify Huntsman for certain liabilities, including those related to the operation of our business while it was still owned by Huntsman, in each case for uncapped amounts, as discussed further in "Certain Relationships and Related Party Transactions—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. 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 Huntsman for its retained liabilities 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 to us. 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.

As a result of being a public company, we incur additional expenses and our management is required to devote substantial time to complying with public company regulations.

              Historically, our operations were fully integrated within Huntsman, and we relied on Huntsman to provide certain corporate functions. We expect that our corporate and other costs will be approximately $50 million per year, consisting of $40 million of recurring selling, general and administrative costs to operate our business as a standalone public company, which is lower than expenses historically allocated to us from Huntsman, and approximately $10 million of costs that were previously embedded in the Huntsman Pigments and Additives division. As part of Huntsman, we enjoyed certain benefits from Huntsman's scale and purchasing power. As a separate, publicly traded company, we do not have similar negotiating leverage.

              The Sarbanes-Oxley Act, 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, we are obligated to file with the SEC annual and quarterly information and other reports. We are also 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.

In connection with the separation, Huntsman provides us with certain transitional services that may not be sufficient to meet our needs going forward. We may have difficulty finding supplemental or, ultimately, replacement services or be required to pay increased costs to supplement or, ultimately, replace these services.

              Prior to the separation, Huntsman and its subsidiaries provided us with certain administrative services required by us for the operation of our business, 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. Pursuant to the transition

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services agreement entered into in connection with our IPO, we will continue to receive these services from Huntsman for a limited period of time. 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 our IPO. 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 is 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 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. We may also prove to be less effective at performing certain services that were previously provided to us by Huntsman and that are no longer provided by Huntsman under the transition services agreement. See "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company—Transition Services Agreement."

              We may experience unplanned disruptions to our operations in these facilities as a result of actions beyond our control. In some cases, we 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 were not made on an arm's length basis.

              The agreements we entered into with Huntsman in connection with our IPO and the separation, including, but not limited to, the separation agreement, tax matters agreement, employee matters agreement, registration rights agreement and transition services agreement, were negotiated in the context of our IPO and the separation while we were still a wholly-owned subsidiary of Huntsman. Accordingly, during the period in which the terms of those agreements were negotiated, we did not have 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 "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company" for a description of these obligations and the allocation of liabilities between Huntsman and us.

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

              For any tax periods (or portions thereof) prior to the separation and our IPO, we or 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 (including 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 will indemnify us for any taxes attributable to Huntsman and the internal reorganization and separation transactions 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 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 to the extent attributable to our business (including any increase resulting from audit adjustments).

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              In addition, we will also be responsible for any taxes due with respect to tax returns that include only us and/or our subsidiaries for tax periods (or portions thereof) prior to the separation and our IPO.

              Further, by virtue of Huntsman's controlling ownership and the tax matters agreement, Huntsman effectively controls 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 provides that Huntsman has 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 "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company—Tax Matters Agreement."

              In addition, for U.S. federal income tax purposes Huntsman will recognize a gain as a result of the internal restructuring and IPO to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses has increased. This basis step up gives rise to a deferred tax asset of $77 million that we recognized for the three months ended September 30, 2017. Pursuant to the tax matters agreement entered into at the time of the separation, we are required to make a future payment to Huntsman for any actual U.S. federal income savings we recognize as a result of any such basis increase for tax years through December 31, 2028. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately $73 million. We have recognized a noncurrent liability for this amount as of September 30, 2017. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized, the corresponding basis increase, and could result in a higher liability for us under the tax matters agreement.

              See note "9. Income Taxes" to our unaudited condensed consolidated and 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 separation may be impacted by elections Huntsman makes on our behalf.

              Under the tax matters agreement, Huntsman has the right to make all elections for taxable periods preceding the separation and our IPO. As a result, the amount of tax for which we are liable for taxable periods preceding the separation and our IPO may be impacted by elections Huntsman makes on our behalf.

We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.

              A foreign corporation will be treated as a "passive foreign investment company," or "PFIC," for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets for any taxable year produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, but does not include income derived from the performance of services. U.S. shareholders of a

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PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their interests in the PFIC.

              Based on the composition of our assets, income and a review of our activities we do not believe that we currently are a PFIC, and we do not expect to become a PFIC in future taxable years. However, our status as a PFIC in any taxable year will depend on our assets, income and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable years, and it is possible that the US. Internal Revenue Service ("IRS") would not agree with our conclusion, or the U.S. tax laws could change significantly. For additional information, see "Material Tax Considerations—Passive Foreign Investment Company Considerations."

The IRS may not agree that we are a foreign corporation for U.S. federal tax purposes.

              For U.S. federal tax purposes, a corporation is generally considered to be a tax resident of the jurisdiction of its organization or incorporation. Because we are incorporated under the laws of the U.K., we would be classified as a foreign corporation under these rules. Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the "Code") provides an exception to this general rule under which a foreign incorporated entity may, in certain circumstances, be classified as a U.S. corporation for U.S. federal income tax purposes.

              As part of the internal reorganization, we acquired assets, including stock of U.S. subsidiaries and assets previously held by U.S. corporations, from affiliates of Huntsman. Under Section 7874, we could be treated as a U.S. corporation for U.S. federal income tax purposes if Huntsman International is treated as receiving at least 80% (by either vote or value) of our shares by reason of holding shares in any U.S. subsidiary acquired by us or with respect to our acquisition of substantially all of the assets of any U.S. subsidiary, in each case, in the internal reorganization.

              It is currently not expected that Section 7874 will cause us or any of our affiliates to be treated as a U.S. corporation for U.S. tax purposes. However, the law and Treasury Regulations promulgated under Section 7874 are relatively new, complex and somewhat unclear, and there is limited guidance regarding the application of Section 7874. Moreover, the rules for applying Section 7874 are dependent upon the subjective valuation of certain of our U.S. assets and non-U.S. assets.

              Accordingly, there can be no assurance that the IRS will not challenge our status or the status of any of our foreign affiliates as a foreign corporation under Section 7874 or that such challenge would not be sustained by a court. If the IRS were to successfully challenge such status under Section 7874, we and our affiliates could be subject to substantial additional U.S. federal income tax liability. In addition, we and certain of our foreign affiliates are expected, regardless of any application of Section 7874, to be treated as tax residents of countries other than the United States. Consequently, if we or any such affiliate is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874, we or such affiliate could be liable for both U.S. and non-U.S. taxes. For additional information, see "Material Tax Considerations—Tax Residence of the Company for U.S. Federal Income Tax Purposes."

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 two members of our Board with the board of directors of Huntsman.

              Certain members of our board of directors and management 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

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and executive officers are faced with decisions that could have different implications for Huntsman and us.

              In addition, the board of directors of each of us and Huntsman have two members in common, including Peter R. Huntsman and Sir Robert J. Margetts, which could create actual or potential conflicts of interest.

              So long as Huntsman beneficially owns ordinary shares representing at least a majority of the votes entitled to be cast by the holders of our outstanding ordinary shares, Huntsman can effectively control and direct our board of directors. Accordingly, we may not be able to resolve potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with an unaffiliated party.

              As a result of these actual or apparent conflicts of interest, we may be precluded from pursuing certain growth initiatives.

We are a "controlled company" within the meaning of the rules of the NYSE and, as a result, qualify for exemptions from certain corporate governance requirements. If we rely on such exemptions, you will not have the same protections afforded to shareholders of companies that are subject to such requirements.

              Huntsman controls a majority of the voting power of our outstanding ordinary shares. As a result, we are a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these standards, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirement:

    that a majority of the board of directors consist of independent directors;

    that the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;

    that the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    for an annual performance evaluation of the nominating and corporate governance and compensation committees.

              We currently do not, and we do not intend in the future to, utilize the exemptions from the NYSE corporate governance standards available to controlled companies. We will cease to qualify as a controlled company once Huntsman ceases to own a majority of the voting power of our outstanding ordinary shares. See "Management."

Risks Related to Our Ordinary Shares and This Offering

The market price and trading volume of our ordinary shares may be volatile and you may not be able to resell your shares at or above the price at which you purchased them.

              The market price of our ordinary shares 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 ordinary shares or changes in financial estimates by analysts;

    our inability to meet the financial estimates of analysts who follow our ordinary shares;

    our strategic actions;

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    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 ordinary shares or other securities; and

    investor perceptions of the investment opportunity associated with our ordinary shares relative to other investment alternatives.

              As a result of these factors, holders of our ordinary shares may not be able to resell their shares at or above the price at which they purchased them or may not be able to resell them at all. These broad market and industry factors may materially reduce the market price of our ordinary shares, regardless of our operating performance. In addition, price volatility may be greater if trading volume of our ordinary shares is low.

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

              Any sales of substantial amounts of our ordinary shares in the public market or the perception that such sales might occur, in connection with this offering or otherwise, may cause the market price of our ordinary shares to decline and impede our ability to raise capital through the issuance of equity securities. See "Shares Eligible for Future Sale" for a discussion of possible future sales of our ordinary shares. Subject to the lock-up arrangements discussed below and our agreements with Huntsman described in "Certain Relationships and Related Party Transactions," we are not restricted from issuing additional ordinary shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, ordinary shares or any substantially similar securities.

              Prior to and following this offering, we will have outstanding 106,283,070 ordinary shares regardless of whether the underwriters exercise their option to purchase additional ordinary shares. Of these shares, the 22,700,000 shares sold in our IPO are, and the 18,000,000 shares (or 20,700,000 shares if the underwriters exercise their option to purchase additional ordinary shares in full) sold in this offering will be, freely tradable without restriction under the Securities Act, unless purchased by our "affiliates" as that term is defined in Rule 144 under the Securities Act ("Rule 144"). We cannot predict whether large amounts of our ordinary shares will be sold in the open market following this offering. We also cannot predict whether a sufficient number of buyers will be in the market at that time.

              In connection with our IPO, we filed a registration statement on Form S-8 to register our ordinary shares that are or will be reserved for issuance under the Venator Materials 2017 Stock Incentive Plan (the "LTIP"). Significant sales of our ordinary shares pursuant to our LTIP could also adversely affect the prevailing market price for our ordinary shares.

              In addition, following this offering, Huntsman will own 62,166,712 of our ordinary shares, or 59,466,712 if the underwriters exercise their option to purchase additional ordinary shares in full. In connection with the IPO and the separation, we and Huntsman entered into a Registration Rights Agreement, pursuant to which we agreed, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our ordinary shares retained by Huntsman. Huntsman has advised us that it intends to continue to monetize its retained ownership stake in Venator following this offering. Subject to prevailing market and other conditions (including the terms of Huntsman's lock-up agreements), this future monetization may be effected in additional follow-on capital markets transactions or block transactions that permit an orderly distribution of

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Huntsman's retained shares. Huntsman has no contractual obligation to retain any of our ordinary shares, except as described under "Underwriting."

              In connection with our IPO, we, our directors and executive officers at the time of our IPO, Huntsman International and the selling shareholder each entered into a lock-up agreement and thereby are subject to a lock-up period, meaning that they and their permitted transferees are not permitted to sell any of our ordinary shares for 180 days after the date of our IPO prospectus, without the prior consent of three of the four representatives of the underwriters to our IPO. Subject to applicable U.S. federal and state securities laws, after the expiration of the 180 day waiting period (or before, with consent of the underwriters to our IPO), the selling shareholder may sell any and all of our ordinary shares that it beneficially owns or distribute, or exchange, any or all of such ordinary shares to, or with, its stockholders. We have obtained a waiver from our lock-up agreement to submit this registration statement, and we and the selling shareholder expect to seek an additional waiver to conduct this offering, but the 180 day waiting period otherwise remains in effect.

              In connection with this offering, we, our directors and executive officers and the selling shareholder have each agreed to enter into a lock-up agreement described in "Underwriting" that restricts the sale of our ordinary shares for a period of 90 days after the date of this prospectus. Three of the four representatives of the underwriters may consent to the release of any of our ordinary shares subject to these lock-up agreements at any time without notice. Following the lock-up period, substantially all of the ordinary shares that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation organized in Delaware and these differences may make our ordinary shares less attractive to investors.

              We are incorporated under the laws of England and Wales. The rights of holders of our ordinary shares are governed by English law, including the provisions of the Companies Act 2006, and by our articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations organized in Delaware, including with respect to preemptive rights, distribution of dividends, limitation on derivative suits, and certain heightened shareholder approval requirements. The principal differences are set forth in "Description of Share Capital—Differences in Corporate Law."

U.S. investors may have difficulty enforcing civil liabilities against the Company, our directors or members of senior management and the experts named in this prospectus.

              We are incorporated under the laws of England and Wales. The U.S. and the U.K. do not currently have a treaty providing for the recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. The enforceability of any judgment of a U.S. federal or state court in the U.K. will depend on the laws and any treaties in effect at the time, including conflicts of laws principles (such as those bearing on the question of whether a U.K. court would recognize the basis on which a U.S. court had purported to exercise jurisdiction over a defendant). In this context, there is doubt as to the enforceability in the U.K. of civil liabilities based solely on the federal securities laws of the U.S. In addition, awards for punitive damages in actions brought in the U.S. or elsewhere may be unenforceable in the U.K. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it did not seek to compensate the claimant for loss or damage suffered and was intended to punish the defendant.

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Provisions in our articles of association are intended to have anti-takeover effects that could discourage an acquisition of us by others, and may prevent attempts by shareholders to replace or remove our current management.

              Certain provisions in our articles of association are intended to have the effect of delaying or preventing a change in control or changes in our management. For example, our articles of association includes provisions that establish an advance notice procedure for shareholder resolutions to be brought before an annual meeting of our shareholders, including proposed nominations of persons for election to our board of directors. U.K. law also prohibits the passing of written shareholder resolutions by public companies. In addition, our articles of association provides that, in general, from and after the first date on which Huntsman ceases to beneficially own at least 15% of our outstanding voting shares, we may not engage in a business combination with an interested shareholder for a period of three years after the time of the transaction in which the person became an interested shareholder. These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management, even if these events would be beneficial for our shareholders. Please read "Description of Share Capital—Articles of Association and English Law Consideration—Anti-Takeover Provisions."

The U.K. City Code on Takeovers and Mergers, or the Takeover Code, may apply to the Company.

              The Takeover Code applies, among other things, to an offer for a public company whose registered office is in the U.K. (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the U.K. (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have its place of central management and control in the U.K. (or the Channel Islands or the Isle of Man). This is known as the "residency test." Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the U.K. by looking at various factors, including the structure of our board of directors, the functions of the directors and where they are resident.

              If at the time of a takeover offer, the Takeover Panel determines that we have our place of central management and control in the U.K., we would be subject to a number of rules and restrictions, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) we might not, without the approval of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) we would be obliged to provide equality of information to all bona fide competing bidders.

              Huntsman is interested in over 50% of our voting share capital, and therefore, even if the Takeover Panel were to determine that we were subject to the Takeover Code, Huntsman is able to increase its aggregate holding in us without triggering the requirement under Rule 9 of the Takeover Code to make a cash offer for the outstanding shares in the Company.

              A majority of our board of directors resides outside of the U.K., the Channel Islands and the Isle of Man. Based upon our current board and management structure and our intended plans for our directors and management, for the purposes of the Takeover Code, we are considered to have our place of central management and control outside the U.K., the Channel Islands or the Isle of Man. Therefore, the Takeover Code should not apply to us. It is possible that in the future circumstances could change that may cause the Takeover Code to apply to us.

Pre-emption rights for U.S. and other non-U.K. holders of shares may be unavailable.

              In the case of certain increases in our issued share capital, under English law, existing holders of shares are entitled to pre-emption rights to subscribe for such shares, unless shareholders dis-apply

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such rights by a special resolution at a shareholders' meeting. These pre-emption rights have been dis-applied for a period of five years by our shareholders in connection with our IPO and we intend to propose equivalent resolutions in the future once the initial period of dis-application has expired. We cannot assure prospective U.S. investors that any exemption from the registration requirements of the Securities Act or applicable non-U.S. securities laws would be available to enable U.S. or other non-U.K. holders to exercise such pre-emption rights or, if available, that we will utilize any such exemption.

We do not intend to pay dividends on our ordinary shares, and our debt agreements place certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of our ordinary shares appreciates.

              We do not plan to declare dividends on our ordinary shares in the foreseeable future. Additionally, our debt agreements place certain restrictions on our ability to pay cash dividends. Consequently, unless we revise our dividend policy, your only opportunity to achieve a return on your investment in us will be if you sell your ordinary shares at a price greater than you paid for it. There is no guarantee that the price of our ordinary shares that will prevail in the market will ever exceed the price that you pay in this offering.

Transfers of our shares may be subject to stamp duty or stamp duty reserve tax in the U.K., which would increase the cost of dealing in our shares.

              Stamp duty or stamp duty reserve tax ("SDRT"), are imposed in the U.K. on certain transfers of chargeable securities (which include shares in companies incorporated in the U.K.) at a rate of 0.5% of the consideration paid for the transfer. Certain issues or transfers of shares to depositories or into clearance systems may be charged at a higher rate of 1.5%.

              You are strongly encouraged to hold your shares in book entry form through the facilities of The Depository Trust Company ("DTC"). Transfers of shares held in book entry form through DTC currently do not attract a charge to stamp duty or SDRT in the U.K. A transfer of title in the shares from within the DTC system out of DTC and any subsequent transfers that occur entirely outside the DTC system, will attract a charge to stamp duty at a rate of 0.5% of any consideration, which is payable by the transferee of the shares. Any such duty must be paid (and the relevant transfer document, if any, stamped by HM Revenue & Customs ("HMRC")) before the transfer can be registered in the books of Venator. However, if those shares are redeposited into DTC, the redeposit will attract stamp duty or SDRT at the rate of 1.5% to be paid by the transferor.

              In connection with our IPO, we put in place arrangements to require that shares held in certificated form cannot be transferred into the DTC system until the transferor of the shares has first delivered the shares to a depositary specified by us so that SDRT may be collected in connection with the initial delivery to the depositary. Any such shares will be evidenced by a receipt issued by the depositary. Before the transfer can be registered in our books, the transferor will also be required to put the depositary in funds to settle the resultant liability to SDRT, which will be charged at a rate of 1.5% of the value of the shares.

              If our shares are not eligible for deposit and clearing within the facilities of DTC, then transactions in our securities may be disrupted.

              The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. Our ordinary shares are currently eligible for deposit and clearing within the DTC system. We have entered into arrangements with DTC whereby we agreed to indemnify DTC for any SDRT that may be assessed upon it as a result of its service as a depository and clearing agency for our shares. However, DTC generally has discretion to cease to act as a depository and clearing agency for the

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shares. While we would pursue alternative arrangements to preserve our listing and maintain trading, any such disruption could have a material adverse effect on the market price of our ordinary shares.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our operating results do not meet their expectations, our share price could decline.

              The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our ordinary shares or if our operating results do not meet their expectations, our share price could decline.

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FORWARD-LOOKING STATEMENTS

              Certain information set forth in this prospectus 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 Securities and Exchange Act of 1934, as amended (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, share repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; legal proceedings, EHS matters, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. In some cases, forward-looking statements can be identified by terminology such as "believes," "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, including the outcome of the pending potential classification of TiO2 as a carcinogen in the EU and any resulting increased regulation;

    disruptions in production at our manufacturing facilities and our ability to cover resulting costs and lost revenue with insurance proceeds, including at our TiO2 manufacturing facility in Pori, Finland;

    fluctuations in currency exchange rates and tax rates;

    price volatility or interruptions in supply of raw materials and energy;

    changes to laws, regulations or the interpretation thereof;

    significant investments associated with efforts to transform our business;

    differences in views with our joint venture participants;

    high levels of indebtedness;

    EHS laws and regulations;

    our ability to obtain future capital on favorable terms;

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    seasonal sales patterns in our product markets;

    legal claims against us, including antitrust claims;

    our ability to adequately protect our critical information technology systems;

    economic conditions and regulatory changes following the United Kingdom'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 our separation from Huntsman.

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

              There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this prospectus. Any forward-looking statements should be considered in light of the risks set forth in the section "Risk Factors" and elsewhere in this prospectus.

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USE OF PROCEEDS

              We will not receive any proceeds from the sale by the selling shareholder of our ordinary shares in this offering, including any ordinary shares offered if the underwriters exercise their option to purchase additional ordinary shares. For information about the selling shareholder, see "Security Ownership of Management and Selling Shareholder."

              Huntsman has informed us that it currently expects to use substantially all of the net proceeds of this offering to repay borrowings under certain Huntsman credit facilities. Certain of the underwriters or their affiliates are lenders, or agents or managers for the lenders, under certain Huntsman credit facilities and may receive proceeds as a result of repayment by Huntsman of these credit facilities. See "Underwriting."

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MARKET PRICE OF ORDINARY SHARES

              Our ordinary shares began trading on the NYSE under the symbol "VNTR" on August 3, 2017. Prior to that, there was no public market for our ordinary shares. The table below sets forth, for the periods indicated, the high and low sales prices per share of our ordinary shares since August 3, 2017.

 
  High   Low  

Fourth Quarter (through November 24, 2017)

    26.90     21.77  

Third Quarter(1)

    23.44     17.85  

(1)
For the period from August 3, 2017 through September 30, 2017.

              On November 24, 2017, the closing price of our ordinary shares was $23.28 per share. As of September 30, 2017, we had approximately 3 holders of record of our ordinary shares. This number excludes owners for whom ordinary shares may be held in "street" name.

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DIVIDEND POLICY

              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 shareholders 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, English law and our debt agreements place certain restrictions on our ability to pay cash dividends. For more information please see "Risk Factors—Risks Related to Our Ordinary Shares and This Offering."

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CAPITALIZATION

              The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2017 on a historical basis.

              The table below should be read in conjunction with "Summary Historical 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 prospectus.

 
  As of
September 30, 2017
 
 
  Historical  
 
  (Unaudited)
(in millions)

 

Cash and Cash Equivalents

  $ 186  

Debt Outstanding

       

Senior credit facilities(1)

  $ 368  

5.75% Senior Notes due 2025(2)

    370  

Other debt

    13  

Total debt

    751  

Net Investment / Shareholders' Equity

       

Ordinary shares, $0.001 par value per share: 106,271,712 shares issued and outstanding

     

Additional paid-in capital

    1,318  

Accumulated deficit

    (1 )

Accumulated other comprehensive loss

    (312 )

Net investment/shareholders' equity

    1,005  

Total Capitalization

  $ 1,756  

(1)
As of September 30, 2017, we had borrowings of $375 million in aggregate principal amount under our term loan facility due 2024 presented at carrying value of $368 million, and no borrowings under our ABL facility. Assuming all proposed borrowers currently participate in the facility, the borrowing base calculation as of September 30, 2017 is in excess of $268 million. To participate in the facility, each borrower is required to deliver certain documentation and security agreements to the satisfaction of the administrative agent, some of which are not fully satisfied, reducing the borrowing base calculation as of September 30, 2017 to $234 million.

(2)
The $375 million of senior debt is presented at its carrying value of $370 million.

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SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

              Set forth below is selected historical combined information for the periods indicated. The historical unaudited condensed consolidated and combined financial information for the nine months ended September 30, 2017 and 2016 and the balance sheet data as of September 30, 2017 have been derived from our unaudited condensed consolidated and combined financial statements included elsewhere in this prospectus. The historical unaudited condensed combined financial data as of September 30, 2016 has been derived from our unaudited accounting records not included in this prospectus. The unaudited condensed consolidated and 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 nine months ended September 30, 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 prospectus. The historical combined financial information as of December 31, 2014, 2013 and 2012 has been derived from our unaudited accounting records not included in this prospectus.

              Prior to the separation, our operations were included in Huntsman's financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which were comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives businesses were the primary beneficiaries. The unaudited condensed consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to us. The unaudited condensed consolidated and combined financial statements also include allocations of direct and indirect corporate expenses through the date of the separation, which are based upon an allocation method that in the opinion of management is reasonable. Because the historical condensed consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical condensed consolidated and consolidated financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see note "26. Discontinued Operations" to our combined financial statements and note "3. Discontinued Operations" to our unaudited condensed consolidated and combined financial statements.

              The historical combined statements of operations also include expense allocations for certain functions and centrally-located activities performed by Huntsman through the date of the separation. 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 expense allocations do not reflect certain changes to our expenses as a result of the separation. 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."

              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

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had the Titanium Dioxide, Performance Additives and other businesses segments been a stand-alone company. See "Risks Related to Our Relationship with Huntsman—Our historical 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 financial statements included elsewhere in this prospectus 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 Operations," "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company" and our historical combined financial statements and related notes thereto appearing elsewhere in this prospectus.

 
  Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
  Year Ended December 31,  
 
  2017   2016   2017   2016   2016   2015   2014   2013   2012  
 
  (in millions, except per share amounts)
 

Statement of Operations Data:

                                                       

Revenues

  $ 582   $ 532   $ 1,681   $ 1,648   $ 2,139   $ 2,162   $ 1,549   $ 1,269   $ 1,435  

Income (loss) from continuing operations

    53     (4 )   66     (81 )   (85 )   (362 )   (171 )   (46 )   162  

Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders

    .48     (.07 )   .55     (.84 )   (.89 )   (3.47 )   (1.63 )   (.43 )   1.52  

Balance Sheet Data (at period end):

                                                       

Total assets

    2,724     2,840     2,724     2,840     2,661     3,413     3,933     2,313     2,247  

Total long-term liabilities

    1,157     1,461     1,157     1,461     1,309     1,477     1,579     548     484  

Total assets from continuing operations(1)

  $ 2,724   $ 2,609   $ 2,724   $ 2,609   $ 2,535   $ 3,205   $ 3,722   $ 2,131   $ 2,072  

Total long-term liabilities from continuing operations(2)

    1,157     1,337     1,157     1,337     1,231     1,359     1,447     430     371  

(1)
Defined as total assets less current assets of discontinued operations and noncurrent assets of discontinued operations.

(2)
Defined as total long-term liabilities less noncurrent liabilities of discontinued operations.

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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 Consolidated and Combined Financial Data" and "Business," as well as the audited combined financial statements, unaudited condensed consolidated and combined financial statements and the related notes thereto, all appearing elsewhere in this prospectus.

              The following MD&A gives effect to (a) the recast as described in note "3. Discontinued Operations" to our unaudited condensed consolidated and combined financial statements and note "26. Discontinued Operations" to our combined financial statements and (b) the restatement as described in note "25. Restatement of Combined Statements of Cash Flows" to our combined financial 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 PLC and its subsidiaries, or, as the context requires, the historical Pigments and Additives business of Huntsman, (2) all references to "Huntsman" refer to Huntsman Corporation, our controlling shareholder, and its subsidiaries, (3) all references to the "Titanium Dioxide" segment or business refer to the TiO2 business of Venator, or, as the context requires, the historical Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (4) all references to the "Performance Additives" segment or business refer to the functional additives, color pigments, timber treatment and water treatment businesses of Venator, or, as the context requires, the Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (5) all references to "other businesses" refer to certain businesses that Huntsman retained in connection with the separation and that are reported as discontinued operations in our condensed consolidated and combined financial statements, (6) all references to "Huntsman International" refer to Huntsman International LLC, a wholly-owned subsidiary of Huntsman and the entity through which Huntsman operates all of its businesses, (7) all references to the "selling shareholder" refer to Huntsman (Holdings) Netherlands B.V., a wholly-owned subsidiary of Huntsman and the entity through which Huntsman is selling our ordinary shares in this offering, (8) we refer to the internal reorganization prior to our IPO, the separation transactions initiated to separate the Venator business from Huntsman's other businesses, including the entry into and effectiveness of the separation agreement and ancillary agreements, and the Senior Credit Facilities and Senior Notes, including the use of the net proceeds of the Senior Credit Facilities and the Senior Notes, which were used to repay intercompany debt we owed to Huntsman and to pay related fees and expenses, as the "separation" and (9) the "Rockwood acquisition" refers to Huntsman's acquisition of the performance and additives and TiO2 businesses of Rockwood completed on October 1, 2014.

              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 prospectus. See "Forward-Looking Statements" and "Risk Factors."

Basis of Presentation

              Prior to the separation, our operations were included in Huntsman's financial results in different legal forms, including but not limited to: (1) wholly-owned subsidiaries for which the Titanium Dioxide and Performance Additives businesses were the sole businesses; (2) legal entities which are comprised of other businesses and include the Titanium Dioxide and/or Performance Additives

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businesses; and (3) variable interest entities in which the Titanium Dioxide and Performance Additives businesses are the primary beneficiaries. The unaudited condensed consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to us. The unaudited condensed consolidated and combined financial statements also include allocations of direct and indirect corporate expenses through the date of the separation, which are based upon an allocation method that in the opinion of management is reasonable. Because the historical condensed consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical condensed consolidated and consolidated financial information includes the results of operations of other Huntsman businesses that are not a part of our operations after the separation. We report the results of those other businesses as discontinued operations. Please see note "26. Discontinued Operations" to our combined financial statements and note "3. Discontinued Operations" to our unaudited condensed consolidated and combined financial statements.

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

              For purposes of these combined financial statements and unaudited condensed consolidated and combined financial statements, all significant transactions with Huntsman International have been included in group equity. All intercompany transactions within the consolidated business 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 and functional additives, a leading North American producer of timber treatment products and a leading European producer of water treatment products.

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

              Following the completion of the separation and our IPO, we are operating as a stand-alone company and, as a result, our future results of operations subsequent to the separation and our IPO may not be comparable to the historical results of operations for the periods presented, primarily because:

    The combined statements of operations and interim condensed consolidated and combined income statement also include expense allocations for certain functions and centrally-located activities historically performed by Huntsman through the separation. 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

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      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 our IPO, Huntsman continues to provide some services related to these functions on a transitional basis for a fee. These services are provided under the transition services agreement described in "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company." Following our IPO, we have assumed responsibility for all our standalone public company costs, including the costs of corporate services previously provided by Huntsman.

    Our recurring selling, general and administrative expense (including any incremental stand-alone public company expense) is lower than costs historically allocated to legal entities which continue to be a part of Venator following our IPO as reflected in our statement of operations for the year ended December 31, 2016. The reduction in selling, general and administrative expense on a consolidated basis principally relates to lower expected overhead costs for us relative to the allocation from Huntsman included in our historical 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. We expect that our corporate and other costs will be approximately $50 million per year, consisting of $40 million of recurring selling, general and administrative costs to operate our business as a standalone public company, which is lower than expenses historically allocated to us from Huntsman, and approximately $10 million of costs that were previously embedded in the Huntsman Pigments and Additives division. Actual expenses could vary from this estimate and such variations could be material. Subject to the terms of the separation 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.

    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. In connection with our IPO, we entered into new financing arrangements and incurred new debt, including borrowings of $375 million under the term loan facility. We also entered into a $300 million ABL facility. In addition, the Issuers issued $375 million in aggregate principal amount of 5.75% Senior Notes due 2025. Promptly following consummation of the separation transactions to separate us from Huntsman, the proceeds of the Senior Notes offering were released from escrow and we used the net proceeds of the Senior Notes offering and borrowings under the term loan facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million.

    As a result, the capitalization of our business is different and we will incur cash interest expenses as well as amortization of financing costs which will be different than the interest costs that were incurred under the treasury management program.

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    We have instituted competitive compensation policies and programs as a standalone public company, the expense for which differs from the compensation expense allocated by Huntsman in our combined financial statements.

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

    Similarly, our 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 we 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 our operations had been conducted separately from Huntsman; however, we did not operate as a separate, stand-alone entity for the periods presented and, as such, the tax results and attributes presented in our combined financial statements would not be indicative of the income tax expense or benefit, income tax related assets and liabilities and cash taxes had we been a stand-alone company.

    The combined financial statements have been prepared to reflect our current legal structure 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 us are included without adjustment, including the inclusion of any currently held subsidiaries. The historical tax results of legal entities in which we operated in conjunction with other Huntsman businesses that have been retained by Huntsman following the separation for which new legal entities were formed for our 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 we operated in conjunction with other Huntsman businesses for which the Huntsman business has been 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 us have been treated as adjustments to parent's net investment and advances. In addition, for U.S. federal income tax purposes Huntsman will recognize a gain as a result of the internal restructuring and IPO to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain, the basis of the assets associated with our U.S. businesses has increased. This basis step up gives rise to a deferred tax asset of $77 million that we recognized for the three months ended September 30, 2017. Pursuant to the tax matters agreement entered into at the time of the separation, we are required to make a future payment to Huntsman for any actual U.S. federal income savings we recognize as a result of any such basis increase for tax years through December 31, 2028. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately

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      $73 million. We have recognized a noncurrent liability for this amount as of September 30, 2017. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized, the corresponding basis increase, and could result in a higher liability for us under the tax matters agreement. For more information regarding risks related to the tax matters agreement, please see "Risk Factors—Risks Related to Our Relationship with Huntsman" and "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company—Tax Matters Agreement."
      We include 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 us based upon the estimated apportionment factors and actual income tax rates in state tax jurisdictions where we have 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 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. Following our IPO, we incurred charges related to this restructuring program. As of September 30, 2017, we had approximately $41 million of reserves accrued for our remaining Titanium Dioxide and Performance Additives segments restructuring liabilities, approximately $37 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 11% of our global 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.

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    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 timing of the completion of which remains subject to any necessary governmental approvals. 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 $34 million in the nine months ended September 30, 2017. We recorded $8 million of accelerated depreciation on the remaining long-lived assets associated with this manufacturing facility during the nine months ended September 30, 2016. We expect to incur additional charges of approximately $45 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 $3 million in the nine months ended September 30, 2017 and approximately $6 million in the year ended December 31, 2016. Additionally, we recorded an impairment charge of $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 $3 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 we continue to repair the facility. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. The Pori facility had a nameplate capacity of up to 130,000 metric tons per year, which represented approximately 17% of our total TiO2 capacity and approximately 2% of total global TiO2 demand. We are currently operating at 20% of total prior capacity but producing only specialty products, and we currently intend to restore manufacturing of the balance of these more profitable specialty products by the fourth quarter of 2018. The remaining 40% of site capacity is more commoditized and we will determine if and when to rebuild this commoditized capacity depending on market conditions, costs and projected long term returns relative to our other investment opportunities.

    We have recorded a loss of $31 million for the write-off of fixed assets and lost inventory in other operating income, net in our condensed consolidated and combined statements of operations for the nine months ending September 30, 2017. In addition, we recorded a loss of $18 million of costs for cleanup of the facility in other operating income, net through September 30, 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 an aggregate limit of $500 million. Due to prevailing strong market conditions, our TiO2 selling prices continue to improve and our business is benefitting from the resulting improved profitability and cash flows. This also has the effect of increasing our total anticipated business interruption losses from the Pori site. We currently believe the combination of increased TiO2 profitability and recently estimated reconstruction costs will result in combined business interruption losses and reconstruction costs in excess of our $500 million aggregate insurance limit. We currently expect to contain these over-the-limit costs within $100 million to $150 million, and to account for them as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of our insurance limits are incurred. However, these are preliminary estimates based on a number of significant assumptions, and as a result uninsured costs could exceed current estimates. Factors that could materially impact our current estimates include our actual future TiO2 profitability and related impact on our business interruption losses; the accuracy

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      of our current property damage estimates; the actual costs and timing of our reconstruction efforts; the extent to which we rebuild the 40% of site capacity that produces commoditized products; our ability to secure government subsidies related to our reconstruction efforts; and a number of other significant market and facility-related assumptions. Please see "Risk Factors—Risks Related to our Business—Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse impact on our business, results of operations and/or financial condition."

      The fire at our Pori facility did not have a material impact on our 2017 third quarter operating results as losses incurred were offset by insurance proceeds. We received $141 million of non-refundable partial progress payments from our insurer through September 30, 2017 and we received an additional $112 million payment on October 9, 2017. During the first nine months of 2017, we recorded $128 million of income related to property damage and business interruption insurance recoveries in other operating income, net and cost of goods sold in our condensed consolidated and combined statements of operations to offset property damage and business interruption losses recorded during the period. We recorded $17 million as deferred income in accrued liabilities as of September 30, 2017 for insurance proceeds received for costs not yet incurred. The difference between payments received from our insurers of $141 million and the sum of income of $128 million and deferred income of $17 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the first nine months of the year.

      If we experience delays in construction or equipment procurement relative to the expected restart of the Pori facility, or we lose customers to alternative suppliers or our insurance proceeds do not timely cover our property damage and other losses, our business may be adversely impacted. See "Risk Factors—Risks Related to Our Business—Disruptions in production at our manufacturing facilities may have a material adverse impact on our business, results of operations and/or financial condition."

    We continue to implement business improvements in our Titanium Dioxide and Performance Additives businesses, which we expect to be completed by the end of 2018 and continue to provide contributions to Adjusted EBITDA. Of the $60 million we previously estimated for annualized savings, we have already realized approximately $15 million of savings through the third quarter of 2017 as a result of these programs, including approximately $9 million of savings realized in the third quarter of 2017. If successfully implemented, we expect the general cost reductions and optimization of our manufacturing network to result in additional increases to our adjusted EBITDA of approximately $45 million per year by the first quarter of 2019, with additional projected increases to adjusted EBITDA from volume growth (primarily via the launch of new products). We currently estimate that these business improvements will require approximately $75 million of cash restructuring costs through 2020.

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

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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 were approximately 6.0 million metric tons, generating approximately $12.6 billion in industry-wide revenues based on data provided by TZMI. TZMI forecasts that 2017 global TiO2 sales will increase to 6.1 million metric tons, generating approximately $16 billion in industry-wide revenues. 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,

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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. We expect that there may be modest increases in raw material costs in our Titanium Dioxide segment in the near term.

              Profitability for TiO2 previously reached a peak in 2011, with significantly higher prices than our current TiO2 prices. 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, including Chinese environmental reform, which has constrained Chinese TiO2 production. Though the TiO2 market has improved significantly, TiO2 prices remain below the most recent historically high average prices in 2011 and 2012. If the prices further increase, coupled with our expected additional savings through our business improvement program, we expect our TiO2 margins to further increase. With approximately 72% of our revenue during the twelve months ended September 30, 2017 being derived from TiO2 sales, we believe further improvements in TiO2 margins 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 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.

              We sell more than 90% of our functional additives products into coatings and plastics 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

Nine Months Ended September 30, 2017 and 2016 and Three Months Ended September 30, 2017 and 2016

              The following table sets forth our consolidated and combined results of operations for the nine months ended September 30, 2017 and 2016 and the three months ended September 30, 2017 and 2016 (dollars in millions).

 
   
   
  Percent
Change
Three Months
Ended
September 30,
   
   
  Percent
Change
Nine Months
Ended
September 30,
 
 
  Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2017 vs.
2016
  2017 vs.
2016
 
 
  2017   2016   2017   2016  

Revenues

  $ 582   $ 532     9 % $ 1,681   $ 1,648     2 %

Cost of goods sold

    446     491     (9 )%   1,351     1,547     (13 )%

Operating expenses

    45     33     36 %   160     135     19 %

Restructuring, impairment and plant closing costs

    16     7     129 %   49     31     58 %

Operating income (loss)

    75     1     7,400 %   121     (65 )   NM  

Interest expense, net

    (8 )   (12 )   (33 )%   (29 )   (31 )   (6 )%

Other income

            NM         1     (100 )%

Income (loss) from continuing operations before income taxes

    67     (11 )   NM     92     (95 )   NM  

Income tax (expense) benefit

    (14 )   7     NM     (26 )   14     NM  

Income (loss) from continuing operations

    53     (4 )   NM     66     (81 )   NM  

Income from discontinued operations

        2     (100 )%   8     8      

Net income (loss)

    53     (2 )   NM     74     (73 )   NM  

Reconciliation of net loss to Adjusted EBITDA:

                                     

Interest expense, net

    8     12     (33 )%   29     31     (6 )%

Income tax expense (benefit)—continuing operations

    14     (7 )   NM     26     (14 )   NM  

Depreciation and amortization

    35     30     17 %   95     84     13 %

Net income attributable to noncontrolling interests

    (2 )   (3 )   (33 )%   (8 )   (8 )    

Other adjustments:

                                     

Business acquisition and integration expenses

    4     3           2     11        

(Gain) on disposition of business/assets

        (23 )             (23 )      

Net income of discontinued operations, net of tax

          (2 )         (8 )   (8 )      

Certain legal settlements and related expenses

                  1     1        

Amortization of pension and postretirement actuarial losses

    5     3           13     8        

Net plant incident (credits) costs

    1     3           4     (2 )      

Restructuring, impairment and plant closing costs

    16     7           49     31        

Adjusted EBITDA(1)

  $ 134   $ 21         $ 277   $ 38        

Net cash provided by (used in) operating activities from continuing operations

  $ 210   $ 62     239 % $ 180   $ 87     107 %

Net cash provided by (used in) investing activities from continuing operations

    (31 )   (132 )   (77 )%   73     (99 )   NM  

Net cash used in financing activities

    (28 )   65     NM     (99 )   10     NM  

Capital expenditures

    (57 )   (19 )   200 %   (97 )   (76 )   28 %

NM—Not meaningful

(1)
Our management uses Adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income (loss) before interest, income tax from continuing operations, depreciation and amortization, net income attributable to noncontrolling interests, as well as eliminating the following

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    adjustments: (a) business acquisition and integration expenses; (b) purchase accounting adjustments; (c) gain on disposition of businesses/assets; (d) net income of discontinued operations, net of income tax; (e) certain legal settlements and related expenses; (f) amortization of pension and postretirement actuarial losses; (g) net plant incident (credits) costs; and (h) restructuring, impairment and plant closing costs. We believe that net income (loss) is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to Adjusted EBITDA.

      We believe Adjusted EBITDA is useful to investors in assessing our ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of our operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income or other measures of performance determined in accordance with U.S. GAAP. Moreover, Adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company's capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

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

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

Three Months Ended September 30, 2017 Compared to the Three Months Ended September, 2016

              For the three months ended September 30, 2017, net income was $53 million on revenues of $582 million, compared with a net loss of $2 million on revenues of $532 million for the same period in 2016. The increase of $55 million in net income was the result of the following items:

    Revenues for the three months ended September 30, 2017 increased by $50 million, or 9%, as compared with the same period in 2016. The increase was due to a $39 million increase in revenue in our Titanium Dioxide segment primarily related to increases in average selling prices, and an $11 million increase in revenue in our Performance Additives segment due to increases in selling price and volumes. See "—Segment Analysis" below.

    Our operating expenses for the three months ended September 30, 2017 increased by $12 million, or 36%, as compared with the same period in 2016, primarily related to a $23 million increase due to a 2016 gain from disposal of businesses/assets and a $6 million increase due to an insurance recovery gain in 2016 relating to losses incurred at our Uerdingen, Germany plant, partially offset by a $9 million reduction in costs at our Corporate and other segment as our corporate costs to operate as a stand-alone business are lower than those typically allocated to us from Huntsman and $2 million of savings from our business improvement program.

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    Restructuring, impairment and plant closing costs for the three months ended September 30, 2017 increased to $16 million from $7 million for the same period of 2016. For more information concerning restructuring activities, see note "6. Restructuring, Impairment and Plant Closing Costs" to our unaudited condensed consolidated and combined financial statements.

    Our income tax expense for the three months ended September 30, 2017 increased to $14 million from a $7 million income tax benefit for the same period in 2016. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. In addition, for U.S. federal income tax purposes Huntsman will recognize a gain as a result of the internal restructuring and IPO to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain, the basis of the assets associated with our U.S. businesses has increased. This basis step up gives rise to a deferred tax asset of $77 million that we recognized for the three months ended September 30, 2017. Pursuant to the tax matters agreement entered into at the time of the separation, we are required to make a future payment to Huntsman for any actual U.S. federal income savings we recognize as a result of any such basis increase for tax years through December 31, 2028. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately $73 million. We have recognized a noncurrent liability for this amount as of September 30, 2017. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized, the corresponding basis increase, and could result in a higher liability for us under the tax matters agreement. For more information regarding risks related to the tax matters agreement, please see "Risk Factors—Risks Related to Our Relationship with Huntsman" and "Certain Relationships and Related Party Transactions—Arrangements Between Huntsman and Our Company—Tax Matters Agreement." For further information concerning taxes, see note "9. Income Taxes" to our unaudited condensed consolidated and combined financial statements.

      Segment Analysis

 
  Three Months
Ended
September 30,
   
 
 
  Percent
Change
Favorable
(Unfavorable)
 
 
  2017   2016  
 
  (in millions)
   
 

Revenues

                   

Titanium Dioxide

  $ 431   $ 392     10 %

Performance Additives

    151     140     8 %

Total

  $ 582   $ 532     9 %

Segment adjusted EBITDA

                   

Titanium Dioxide

  $ 127   $ 22     477 %

Performance Additives

    15     16     (6 )%

Corporate and other

    (8 )   (17 )   53 %

Total

  $ 134   $ 21     538 %

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  Three Months Ended
September 30, 2017 vs. 2016
 
 
  Average Selling
Price(1)
   
   
 
 
  Local
Currency
  Foreign
Currency
Translation
Impact
  Mix &
Other(2)
  Sales
Volumes(3)
 

Period-Over-Period (Decrease) Increase

                         

Titanium Dioxide

    22 %   2 %   (2 )%   (12 )%

Performance Additives

    2 %   1 %   (1 )%   5 %

NM—Not meaningful

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

(2)
Includes the impact from the Rockwood acquisition.

(3)
Excludes sales volumes of by-products and raw materials.

      Titanium Dioxide

              The $39 million, or 10%, increase in revenues in our Titanium Dioxide segment for the three months ended September 30, 2017 compared to the same period of 2016 was due to a 24% increase in average selling prices, partially offset by a 12% decrease in sales volumes and a 2% decrease due to product mix. The improvements in selling price consisted primarily of a 22% increase as a result of continued improvements in business conditions for TiO2 allowing for increased prices, and a 2% improvement primarily from favorable exchange rates against the Euro. Sales volumes decreased primarily as a result of the fire at our Pori, Finland manufacturing facility however, sales volumes, excluding the impact of the Pori fire, increased by 4% compared to the same period in 2016

              Segment adjusted EBITDA of our Titanium Dioxide segment increased by $105 million for the three months ended September 30, 2017 compared to the same period in 2016 primarily as a result of an increase in revenue largely due to an increase in average selling price and increase in volumes (excluding the impact of the Pori fire), and a $13 million reduction in costs primarily due to our business improvement program.

      Performance Additives

              The increase in revenues in our Performance Additives segment of $11 million, or 8%, for the three months ended September 30, 2017 compared to the same period of 2016 was due to a 3% increase in average selling price and a 5% increase in volume, partially offset by a 1% decrease due to changes in product mix. The improvement in prices was primarily in our functional additives product line.

              Segment adjusted EBITDA in our Performance Additives segment was $15 million for the three month period ended September 30, 2017 compared to $16 million for the same period in 2016. The $1 million decrease is a result of higher sales volumes and higher selling prices offset by a $2 million decrease as a result of the release of an environmental reserve at our Heinhausen, Germany plant in the third quarter of 2016 and other cost increases.

      Corporate and other

              Corporate and other primarily consists of corporate selling, general and administrative expenses which are not allocated to our segments. Losses from Corporate and other are $9 million, or 53%, lower than the same period in the prior year as our costs to operate as a standalone company are lower than those costs historically allocated to us from Huntsman.

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Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September, 2016

              For the nine months ended September 30, 2017, net income was $74 million on revenues of $1,681 million, compared with a net loss of $73 million on revenues of $1,648 million for the same period in 2016. The increase of $147 million in net income was the result of the following items:

    Revenues for the nine months ended September 30, 2017 increased by $33 million, or 2%, as compared with the same period in 2016. The increase was due to a $20 million, or 2%, increase in revenue in our Titanium Dioxide segment primarily due to increases in selling price, and a $13 million, or 3%, increase in revenue in our Performance Additives segment due to increases in selling price and volumes. See "—Segment Analysis" below.

    Our operating expenses for the nine months ended September 30, 2017 increased by $25 million, or 19%, as compared to the same period in 2016, primarily related to a $23 million increase due to a 2016 gain from disposal of businesses/assets and a $6 million decrease due to an insurance recovery gain in 2016 relating to losses incurred at our Uerdingen plant, partially offset by $6 million of savings from our restructuring programs.

    Restructuring, impairment and plant closing costs for the nine months ended September 30, 2017 increased to $49 million from $31 million for the same period in 2016. For more information concerning restructuring activities, see note "6. Restructuring, Impairment and Plant Closing Costs" to our unaudited condensed consolidated and combined financial statements.

    Our income tax expense for the nine months ended September 30, 2017 increased to $26 million from a $14 million income tax benefit for the same period in 2016. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see note "9. Income Taxes" to our unaudited condensed consolidated and combined financial statements.

      Segment Analysis

 
  Nine Months
Ended
September 30,
   
 
 
  Percent
Change
Favorable
(Unfavorable)
 
 
  2017   2016  
 
  (in millions)
   
 

Revenues

                   

Titanium Dioxide

  $ 1,217   $ 1,197     2 %

Performance Additives

    464     451     3 %

Total

  $ 1,681   $ 1,648     2 %

Segment adjusted EBITDA

                   

Titanium Dioxide

  $ 268   $ 28     857 %

Performance Additives

    57     56     2 %

Corporate and other

    (48 )   (46 )   (4 )%

Total

  $ 277   $ 38     629 %

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  Nine Months Ended
September 30, 2017 vs. 2016
 
 
  Average Selling
Price(1)
   
   
 
 
  Local
Currency
  Foreign
Currency
Translation
Impact
  Mix &
Other(2)
  Sales
Volumes(3)
 

Period-Over-Period (Decrease) Increase

                         

Titanium Dioxide

    17 %   (1 )%   (1 )%   (13 )%

Performance Additives

    1 %   (1 )%   %   2 %

NM—Not meaningful

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

(2)
Includes the impact from the Rockwood acquisition.

(3)
Excludes sales volumes of by-products and raw materials.

      Titanium Dioxide

              The $20 million, or 2%, increase in revenues in our Titanium Dioxide segment for the nine months ended September 30, 2017 compared to the same period of 2016 was primarily due to a 16% increase in average selling prices partially offset by a 13% decrease in sales volumes and a 1% decrease due to product mix. The improvements in selling prices were primarily as a result of continued improvement in business conditions for TiO2, allowing for an increase in prices. Sales volumes decreased primarily as a result of the fire at our Pori, Finland manufacturing facility.

              Segment adjusted EBITDA of our Titanium Dioxide segment increased by $240 million for the nine months ended September 30, 2017 compared to the same period in 2016 primarily as a result of an increase in revenue largely due to an increase in average selling price and increase in volumes (excluding the impact of the fire at a Pori plant), and a $31 million reduction in costs, primarily due to our business improvement program.

      Performance Additives

              The increase in revenues in our Performance Additives segment of $13 million, or 3%, for the nine months ended September 30, 2017 compared to the same period in 2016 was due to a $2 million increase in average selling price and a 2% increase in volume. The improvement in prices was primarily in our functional additives product line.

              Segment adjusted EBITDA in our Performance Additives segment increased by $1 million, or 2%, due to increases in revenues from higher volumes and selling pricing. The increases were offset by increased costs and the release of an environmental reserve relating to our former Heinhausen, Germany plant in the third quarter of 2016, which drove a net decrease in Segment Adjusted EBITDA year over year.

      Corporate and other

              Segment adjusted EBITDA for Corporate and other was materially consistent year over year.

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Years Ended December 31, 2016, 2015 and 2014

              The following table sets forth our combined results of operations for the years ended December 31, 2016, 2015 and 2014 (dollars in millions).

 
   
   
   
  Percent Change
Year Ended
December 31,
 
  Year Ended December 31,
 
  2016 vs.
2015
  2015 vs.
2014
 
  2016   2015   2014

Revenues

  $ 2,139   $ 2,162   $ 1,549     (1 )% 40%

Cost of goods sold

    1,987     2,046     1,483     (3 )% 38%

Operating expenses

    180     262     192     (31 )% 36%

Restructuring, impairment and plant closing costs

    35     220     60     (84 )% 267%

Operating income (loss)

    (63 )   (366 )   (186 )   (83 )% 97%

Interest expense, net

    (44 )   (30 )   (2 )   47 % 1,400%

Other income

    (1 )       (1 )   NM   100%

Income (loss) from continuing operations before income taxes

    (108 )   (396 )   (189 )   (73 )% 110%

Income tax (expense) benefit

    23     34     18     (32 )% 89%

Income (loss) from continuing operations

    (85 )   (362 )   (171 )        

Income from discontinued operations

    8     10     9          

Net income (loss)

    (77 )   (352 )   (162 )   (78 )% 117%

Reconciliation of net loss to Adjusted EBITDA:

                           

Interest expense, net

    44     30     2     47 % 1,400%

Income tax expense (benefit)—continuing operations

    (23 )   (34 )   (18 )   (32 )% 89%

Depreciation and amortization

    114     100     87     14 % 15%

Net income attributable to noncontrolling interests

    (10 )   (7 )   (2 )   43 % 250%

Other adjustments:

                           

Business acquisition and integration expenses

    11     44     45          

Purchase accounting adjustments

            11          

(Gain) on disposition of business/assets

    (22 )   1     (1 )        

Net income of discontinued operations, net of tax

    (8 )   (10 )   (9 )        

Certain legal settlements and related expenses

    2     3     3          

Amortization of pension and postretirement actuarial losses

    10     9     11          

Net plant incident (credits) costs

    1     4              

Restructuring, impairment and plant closing costs

    35     220     60          

Adjusted EBITDA(2)

  $ 77   $ 8   $ 27          

Net cash provided by (used in) operating activities from continuing operations(1)

  $ 80   $ (57 ) $ (71 )   NM   (20)%

Net cash (used in) provided by investing activities from continuing operations(1)

    (96 )   (100 )   52     (4 )% NM

Net cash provided by financing activities from continuing operations(1)

    32     185     53     (83 )% 249%

Capital expenditures

    (103 )   (203 )   (136 )   (49 )% 49%

NM—Not meaningful

(1)
As restated.

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(2)
Our management uses Adjusted EBITDA to assess financial performance. Adjusted EBITDA is defined as net income (loss) before interest, income tax from continuing operations, depreciation and amortization, net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses; (b) purchase accounting adjustments; (c) gain on disposition of businesses/assets; (d) net income of discontinued operations, net of income tax; (e) certain legal settlements and related expenses; (f) amortization of pension and postretirement actuarial losses; (g) net plant incident (credits) costs; and (h) restructuring, impairment and plant closing costs. We believe that net income (loss) is the performance measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to Adjusted EBITDA.

    We believe Adjusted EBITDA is useful to investors in assessing our ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of our operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income or other measures of performance determined in accordance with U.S. GAAP. Moreover, Adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company's capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

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

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

Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015

              For the year ended December 31, 2016, net loss from continuing operations was $85 million on revenues of $2,139 million, compared with a net loss from continuing operations of $362 million on

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revenues of $2,162 million in 2015. The decrease of $277 million in net loss from continuing operations was the result of the following items:

    Revenues for the year ended December 31, 2016 decreased by $23 million, or 1%, as compared with 2015. The decrease was due to lower average selling prices in all of our segments, partially offset by higher sales volumes in all of our segments. See "—Segment Analysis" below.

    Our operating expenses for the year ended December 31, 2016 decreased by $82 million, or 31%, as compared to 2015, primarily related to a $33 million decrease in acquisition expenses, $30 million decrease in other selling, general and administrative expenses as a result of cost savings from restructuring programs and a favorable $5 million foreign currency exchange impact of the strengthening U.S. dollar against other major international currencies.

    Restructuring, impairment and plant closing costs for the year ended December 31, 2016 decreased to $35 million from $220 million in 2015. For more information concerning restructuring activities, see note "11. Restructuring, Impairment and Plant Closing Costs" to our combined financial statements.

    Our interest expense, net for the year ended December 31, 2016 increased to $44 million from $30 million in 2015, partially due to an increase in interest expense of approximately $7 million from 2015 to 2016 as a result of higher average levels of notes payable to related parties during 2016 partially offset by a $7 million decrease in interest income for the year ended December 31, 2016 as compared with 2015 resulting from a significant decrease in notes receivable from affiliates during 2016 as compared to 2015.

    Our income tax benefit for the year ended December 31, 2016 decreased to $23 million from $34 million in 2015. Our tax benefit is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see note "18. Income Taxes" to our combined financial statements.

      Segment Analysis

 
  Year Ended
December 31,
   
 
 
  Percent
Change
Favorable
(Unfavorable)
 
 
  2016   2015  
 
  (in millions)
   
 

Revenues

                   

Titanium Dioxide

  $ 1,554   $ 1,584     (2 )%

Performance Additives

    585     578     1 %

Total

  $ 2,139   $ 2,162     (1 )%

Segment adjusted EBITDA

                   

Titanium Dioxide

  $ 61   $ (8 )   NM  

Performance Additives

    69     69      

Corporate and other

    (53 )   (53 )    

Total

  $ 77   $ 8     863 %

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  Year Ended
December 31, 2016 vs. 2015
 
 
  Average Selling
Price(1)
   
   
 
 
  Local
Currency
  Foreign
Currency
Translation
Impact
  Mix &
Other(2)
  Sales
Volumes(3)
 

Period-Over-Period (Decrease) Increase

                         

Titanium Dioxide

    (6 )%   (1 )%   1 %   4 %

Performance Additives

        (1 )%   (2 )%   4 %

NM—Not meaningful

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

(2)
Includes the impact from the Rockwood acquisition.

(3)
Excludes sales volumes of by-products and raw materials.

      Titanium Dioxide

              The decrease in revenues of $30 million, or 2%, in our Titanium Dioxide segment for the year ended December 31, 2016 compared to the same period of 2015 was due to a $105 million, or 7%, decrease in average selling prices, partially offset by a $76 million, or 4%, increase in sales volumes. Average selling prices decreased primarily as a result of competitive pressure and the foreign currency exchange impact of a stronger U.S. dollar primarily against the euro. Sales volumes increased primarily due to increased end-use demand.

              Segment adjusted EBITDA increased by approximately $69 million primarily due to the decrease in cost of sales of $68 million, a decrease in selling, general and administrative costs of $19 million, primarily as a result of restructuring savings and a decrease in other operating expenses of $11 million due to insurance proceeds received relating to the 2015 nitrogen tank explosion at our Uerdingen, Germany manufacturing facility, partially offset by a $30 million decrease in revenue. The change in cost of sales was primarily related to a $115 million decrease due to restructuring savings offset by a $47 million increase in cost of sales due to increased volumes.

      Performance Additives

              The increase in revenues in our Performance Additives segment of $7 million, or 1%, for the year ended December 31, 2016 compared to the same period of 2015 was due to an increase of $12 million, or 2%, due to changes in sales volumes and product mix offset by a $4 million, or 1%, decrease in average selling prices. Segment adjusted EBITDA remained unchanged as the benefit of higher sales volumes and restructuring savings were offset by lower average selling prices.

Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014

              For the year ended December 31, 2015, net loss from continuing operations was $362 million on revenues of $2,162 million, compared with a net loss from continuing operations of $171 million on revenues of $1,549 million for the same period in 2014. The increase of $191 million in net loss was the result of the following items:

    Revenues for the year ended December 31, 2015 increased by $613 million, or 40%, as compared with 2014. The increase was due principally to higher sales volumes due to the impact of the Rockwood acquisition, partially offset by lower average selling prices in both of our segments. See "—Segment Analysis" below.

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    Our operating expenses for the year ended December 31, 2015 increased by $70 million, or 36%, as compared to 2014, primarily related to the inclusion of $65 million of operating expenses due to the Rockwood acquisition, offset by an unfavorable $3 million foreign currency exchange impact of the strengthening U.S. dollar against other major international currencies.

    Restructuring, impairment and plant closing costs for the year ended December 31, 2015 increased to $220 million from $60 million in 2014. For more information concerning restructuring activities, see note "11. Restructuring, Impairment and Plant Closing Costs" to our combined financial statements.

    Interest expense, net for the year ended December 31, 2015 increased to $30 million from $2 million. The increase was primarily due to the increase in notes payable to related parties.

    Our income tax benefit for the year ended December 31, 2015 increased to $34 million from $18 million in 2014. Our tax benefit is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see note "18. Income Taxes" to our combined financial statements.

      Segment Analysis

 
  Year Ended December 31,    
 
 
  Percent
Change
Favorable
(Unfavorable)
 
 
  2015   2014  
 
  (in millions)
   
 

Revenues

                   

Titanium Dioxide

  $ 1,584   $ 1,411     12 %

Performance Additives

    578     138     319 %

Total

  $ 2,162   $ 1,549     40 %

Segment adjusted EBITDA

                   

Titanium Dioxide

  $ (8 ) $ 62     NM  

Performance Additives

    69     14     393 %

Corporate and other

    (53 )   (49 )   (8 )%

Total

  $ 8   $ 27     (70 )%

 

 
  Year Ended December 31, 2015 vs. 2014  
 
  Average Selling
Price(1)
   
   
 
 
  Local
Currency
  Foreign
Currency
Translation
Impact
  Mix &
Other(2)
  Sales
Volumes(2),(3)
 

Period-Over-Period (Decrease) Increase

                         

Titanium Dioxide

    (7 )%   (12 )%   36 %   (5 )%

Performance Additives

    (10 )%   (4 )%   337 %   (5 )%

    NM—Not meaningful

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

(2)
Includes the impact from the Rockwood acquisition.

(3)
Excludes sales volumes of by-products and raw materials.

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      Titanium Dioxide

              The increase in revenues in our Titanium Dioxide segment for 2015 compared to 2014 was primarily due to the impact of the Rockwood acquisition which added $411 million to revenue and $373 million to cost of sales. Fixed costs increased by $27 million due to recognizing a full year of Rockwood costs. Other than the impact of the Rockwood acquisition, average selling prices decreased 19% primarily as a result of high TiO2 industry inventory levels and the foreign currency exchange impact of a stronger U.S. dollar against major European currencies; these factors reduced revenues by $235 million. Sales volumes decreased 5% in 2015 primarily as a result of lower end-use demand. Other than the impact of the Rockwood acquisition, fixed costs decreased by $18 million primarily due to the foreign currency exchange impact of a stronger U.S. dollar against major European currencies and $4 million in cost synergies from restructuring initiatives. The impact of a nitrogen tank explosion owned and operated by a third party at our Uerdingen, Germany facility disrupted our manufacturing during the third quarter of 2015 and reduced Segment adjusted EBITDA by approximately $6 million, the impact of which is included in the above figures. The decrease in Segment adjusted EBITDA was primarily due to lower average selling prices, partially offset by the decrease in operating expenses resulting from restructuring savings, as discussed above, lower raw material and energy prices, and the Rockwood acquisition.

      Performance Additives

              The increase in revenues in our Performance Additives segment for 2015 compared to 2014 was primarily due to the impact of the Rockwood acquisition in October 2014, which added $413 million to revenue and $308 million to cost of sales. Fixed costs increased by $73 million due to recognizing a full year of Rockwood costs, partially offset by $6 million of cost synergies. The increase of $55 million in Segment adjusted EBITDA was primarily attributable to the inclusion of a full year of business results due to the Rockwood acquisition.

Liquidity and Capital Resources

              Prior to the separation, our primary source of liquidity and capital resources had been cash flows from operations, our participation in a cash pooling program with Huntsman and debt incurred by Huntsman. Following the separation, we have not received any funding through the Huntsman cash pooling program. We had cash and cash equivalents of $186 million and $29 million as of September 30, 2017 and December 31, 2016, respectively. We expect to have adequate liquidity to meet our obligations over the next 12 months. Additionally, we believe our future obligations, including needs for capital expenditures will be met by available cash generated from operations and borrowings under the ABL facility.

              On August 8, 2017, in connection with our IPO and the separation, we entered into new financing arrangements and incurred new debt, including $375 million of Senior Notes issued by the Issuers, and borrowings of $375 million under the term loan facility. We used the net proceeds of the Senior Notes and the term loan facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million. Substantially all Huntsman receivables or payables were eliminated in connection with the separation, other than a payable to Huntsman for a liability pursuant to the tax matters agreement entered into at the time of the separation which has been presented as "Noncurrent payable to affiliate" on our condensed consolidated and combined balance sheet. See note "1. General, Description of Business, Recent Developments and Basis of Presentation" to our unaudited condensed consolidated and combined financial statements for further discussion.

              In addition to the Senior Notes and the term loan facility, we entered into the ABL facility. Availability to borrow under the ABL facility is subject to a borrowing base calculation comprising both

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accounts receivable and inventory in the United States, Canada, the United Kingdom and Germany and only accounts receivable in France and Spain. Thus, the base calculation may fluctuate from time to time and may be further impacted by the lenders' discretionary ability to impose reserves and availability blocks that might otherwise incrementally increase borrowing availability. Assuming all proposed borrowers currently participate in the facility, the borrowing base calculation as of September 30, 2017 is in excess of $268 million. To participate in the facility, each borrower is required to deliver certain documentation and security agreements to the satisfaction of the administrative agent, some of which are not fully satisfied, reducing the borrowing base calculation as of September 30, 2017 to $234 million.

Items Impacting Short-Term and Long-Term Liquidity

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

    Cash invested in our accounts receivable and inventory, net of accounts payable, decreased by approximately $138 million for the nine months ended September 30, 2017 as reflected in our condensed combined statements of cash flows. We expect volatility in our working capital components to continue after the separation due to seasonal changes in working capital throughout the year.

    During 2017, we expect to spend approximately $90 million on capital expenditures, net of reimbursements, approximately $49 million of which has been spent as of September 30, 2017. Our future expenditures include certain EHS maintenance and upgrades; repair of our Pori manufacturing facility that was damaged by fire on January 30, 2017; periodic maintenance and repairs applicable to major units of manufacturing facilities; expansions of our existing facilities or construction of new facilities; and certain cost reduction projects. We expect to fund this spending with cash provided by operations.

    During the nine months ended September 30, 2017, we made contributions to our pension and postretirement benefit plans of $19 million. During the remainder of 2017, we expect to contribute an additional amount of approximately $7 million to these plans.

    We are involved in a number of cost reduction programs for which we have established restructuring accruals. As of September 30, 2017, we had $41 million of accrued restructuring costs of which $37 million is classified as current. We expect to incur and pay additional restructuring and plant closing costs of approximately $6 million, including $3 million for non-cash charges, and pay approximately $5 million through the remainder of 2017. For further discussion of these plans and the costs involved, see note "6. Restructuring, Impairment and Plant Closing Costs" to our unaudited condensed consolidated and combined financial statements.

    Further, although the business improvement program is expected to be completed by the end of 2018, we expect to incur additional restructuring charges well beyond the end of 2018. We expect the business improvement program to provide additional contributions to Adjusted EBITDA beginning in 2017.

    On January 30, 2017, our TiO2 manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO2 nameplate capacity and approximately 2% of total global TiO2 demand. We are currently operating at 20% of total prior capacity but producing only specialty products, and

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      we currently intend to restore manufacturing of the balance of these more profitable specialty products by the fourth quarter of 2018. The remaining 40% of site capacity is more commoditized and we will determine if and when to rebuild this commoditized capacity depending on market conditions, costs and projected long term returns relative to our other investment opportunities. 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 an aggregate limit of $500 million. Due to prevailing strong market conditions, our TiO2 selling prices continue to improve and our business is benefitting from the resulting improved profitability and cash flows. This also has the effect of increasing our total anticipated business interruption losses from the Pori site. We currently believe the combination of increased TiO2 profitability and recently estimated reconstruction costs will result in combined business interruption losses and reconstruction costs in excess of our $500 million aggregate insurance limit. We currently expect to contain these over-the-limit costs within $100 million to $150 million, and to account for them as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of our insurance limits are incurred. As of September 30, 2017, we have received $141 million from our insurer as partial progress payments towards the overall pending claim. On October 9, 2017 we received another partial progress payment in the amount of $112 million from our insurer.
      We have established a process with our insurer to receive timely advance payments for the reconstruction of the facility as well as business interruption losses, subject to policy limits. We have agreed with our insurer to have periodic meetings to review relevant site activities and interim claims as well as regular progress payments.
      If we experience delays in construction or equipment procurement relative to the expected restart of the Pori facility, or we lose customers to alternative suppliers or our insurance proceeds do not timely cover our property damage and other losses, our business may be adversely impacted. See "Risk Factors—Risks Related to Our Business—Disruptions in production at our manufacturing facilities may have a material adverse impact on our business, results of operations and/or financial condition."

    In connection with our IPO and the separation, we entered into new financing arrangements and incurred new debt, including the issuance of $375 million in aggregate principal amount of 5.75% of Senior Notes due 2025 and borrowings of $375 million under the term loan facility. In addition to the term loan facility, we entered into a $300 million ABL facility. We used the net proceeds of the Senior Notes and the term loan facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million.

              As of September 30, 2017 and December 31, 2016, we had $4 million and $10 million, respectively, classified as current portion of debt.

              As of September 30, 2017 and December 31, 2016, we had approximately $141 million and $26 million, respectively, of cash and cash equivalents held by our non-U.S. subsidiaries, including our variable interest entities. We intend to use cash held in our non-U.S. subsidiaries to fund our operations. Nevertheless, we could repatriate this cash or future operating cash from earnings as dividends to our parent company. If non-U.S. cash were repatriated as dividends, under current tax law, we have the ability to repatriate the cash without incurring incremental income tax. Cash held by certain foreign subsidiaries, including our variable interest entities, may also be subject to legal restrictions, including those arising from the interests of our partners, which could limit the amounts available for repatriation.

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Cash Flows for the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

              Net cash provided by operating activities from continuing operations was $180 million for the nine months ended September 30, 2017 while net cash provided by operating activities from continuing operations was $87 million for the nine months ended September 30, 2016. The increase in net cash provided by operating activities from continuing operations for the nine months ended September 30, 2017 compared with the same period of 2016 was primarily attributable to the $147 million increase in net income described in "—Results of Operations" above offset by an $85 million unfavorable variance in operating assets and liabilities for 2017 as compared with 2016.

              Net cash provided by investing activities from continuing operations was $73 million for the nine months ended September 30, 2017, compared to net cash used in investing activities from continuing operations of $99 million for the nine months ended September 30, 2016. The increase in net cash provided by investing activities from continuing operations for the nine months ended September 30, 2017 compared with the same period of 2016 was primarily attributable to an increase in net repayments from to affiliates of $157 million year over year.

              Net cash used in financing activities from continuing operations was $99 million for the nine months ended September 30, 2017, compared to net cash provided by financing activities from continuing operations of $10 million for the nine months ended September 30, 2016. The increase in net cash used in financing activities from continuing operations for the nine months ended September 30, 2017 compared with the same period of 2016 was primarily attributable to $732 million final settlement of affiliate balances at separation and an increase in net repayments on affiliates accounts payable of $109 million from 2016 to 2017 offset by proceeds from the issuance of the Senior Notes and Senior Credit facilities in 2017.

Cash Flows for the Year Ended December 31, 2016 Compared to the Year Ended December 31, 2015

              Net cash provided by operating activities from continuing operations for 2016 was $80 million while net cash used in operating activities from continuing operations for 2015 was $57 million. The increase in net cash provided by operating activities from continuing operations during 2016 compared with 2015 was primarily attributable to a $275 million decrease in net loss and an $11 million increase in noncash interest offset by a $57 million unfavorable variance in operating assets and liabilities for 2016 as compared with 2015 and a $94 million unfavorable variance in noncash adjustments from 2015 to 2016 for restructuring charges and impairment of assets.

              Net cash used in investing activities from continuing operations for 2016 and 2015 was $96 million and $100 million, respectively. During 2016 and 2015, we paid $103 million and $203 million, respectively, for capital expenditures. During 2016 and 2015, we made investments in Louisiana Pigment Company, L.P. ("LPC") of $29 million and $42 million, respectively, and we received dividends from LPC of $32 million and $48 million, respectively. Finally, we had an unfavorable variance in advances to affiliates of $102 million from 2015 to 2016.

              Net cash provided by financing activities from continuing operations for 2016 and 2015 was $32 million and $185 million, respectively. The decrease in net cash provided by financing activities from continuing operations was primarily due to a $147 million decrease in cash inflows related to net borrowings on affiliates accounts payable and a $6 million increase in dividends paid to noncontrolling interest.

Cash Flows for the Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014

              Net cash used in operating activities from continuing operations was $57 million and $71 million for 2015 and 2014, respectively. Net cash used in operating activities from continuing

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operations during 2015 compared with 2014 reflects a $60 million favorable variance in operating assets and liabilities for 2015 as compared with 2014, a $136 million favorable change due to noncash adjustments in 2015 for restructuring charges and impairment of assets and noncash interest, offset by an increase in net loss as described in "—Results of Operations" above. See note "11. Restructuring, Impairment and Plant Closing Costs" to our combined financial statements for further discussion of the impairment in 2015.

              Net cash used in investing activities from continuing operations for 2015 was $100 million compared to net cash provided by investing activities from continuing operations of $52 million in 2014. During 2015 and 2014, we paid $203 million and $136 million, respectively, for capital expenditures. During 2015 and 2014, we made investments in LPC of $42 million and $37 million, respectively, and we received dividends from LPC of $48 million in both periods. During 2014, we received $77 million in cash in connection with the Rockwood acquisition. We had a decrease of $3 million in net advances to affiliates.

              Net cash provided by financing activities from continuing operations for 2015 and 2014 was $185 million and $53 million, respectively. The increase in net cash provided by financing activities from continuing operations was primarily due to an increase in net borrowings from affiliate accounts payable offset by dividends paid to noncontrolling interests.

Changes in Financial Condition

              The following information summarizes our working capital as of September 30, 2017 and December 31, 2016 (dollars in millions):

 
  September 30,
2017
  December 31,
2016
  Increase
(Decrease)
  Percent
Change
 

Cash and cash equivalents

  $ 186   $ 29   $ 157     541 %

Accounts and notes receivable, net

    411     247     164     66 %

Accounts receivable from affiliates

    9     243     (234 )   (96 )%

Inventories

    431     426     5     1 %

Prepaid expenses

    11     11          

Other current assets

    73     59     14     24 %

Total current assets from continuing operations

    1,121     1,015     106     10 %

Accounts payable

    319     297     22     7 %

Accounts payable to affiliates

    15     695     (680 )   (98 )%

Accrued liabilities

    213     146     67     46 %

Current portion of debt

    4     10     (6 )   (60 )%

Total current liabilities from continuing operations

    551     1,148     (597 )   (52 )%

Working capital (deficit)

  $ 570   $ (133 ) $ 703     (529 )%

              Our working capital increased by $703 million as a result of the net impact of the following significant changes:

    Cash and cash equivalents increased by $157 million primarily due to inflows of $180 million from operating activities from continuing operations and $73 million of cash inflows from investing activities from continuing operations offset by outflows of $99 million from financing activities of continuing operations.

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    Accounts receivable increased by $164 million primarily due to higher revenues in the three months ended September 30, 2017 compared to the three months ended December 31, 2016.

    Accrued liabilities increased by $67 million primarily due to deferred income recorded in connection with the partial progress payment received from our insurer related to the fire at our Pori, Finland manufacturing facility.

    Accounts receivable from and accounts payable to affiliates represent financing arrangements with affiliates of Huntsman. For further information, see note "7. Debt" to our unaudited condensed consolidated and combined financial statements as well as accrued costs for our restructuring programs.

              The following information summarizes our working capital as of December 31, 2016 and December 31, 2015 (dollars in millions):

 
  December 31,
2016
  December 31,
2015
  Increase
(Decrease)
  Percent
Change
 

Cash and cash equivalents

  $ 29   $ 21   $ 8     38 %

Accounts and notes receivable, net

    247     242     5     2 %

Accounts receivable from affiliates

    243     382     (139 )   (36 )%

Inventories

    426     556     (130 )   (23 )%

Prepaid expenses

    11     49     (38 )   (78 )%

Other current assets

    59     63     (4 )   (6 )%

Total current assets from continuing operations

    1,015     1,313     (298 )   (23 )%

Accounts payable

    297     305     (8 )   (3 )%

Accounts payable to affiliates

    695     621     74     12 %

Accrued liabilities

    146     242     (96 )   (40 )%

Current portion of debt

    10     9     1     11 %

Total current liabilities from continuing operations

    1,148     1,177     (29 )   (2 )%

Working capital

  $ (133 ) $ 136   $ (269 )   NM  

              Our working capital decreased by $269 million as a result of the net impact of the following significant changes:

    Cash and cash equivalents increased by $8 million primarily due to inflows of $80 million provided by operating activities from continuing operations and $32 million provided by financing activities from continuing operations offset by outflows of $96 million used in investing activities from continuing operations.

    Inventories decreased by $130 million mainly due to lower inventory volumes and lower raw material costs, primarily in the Titanium Dioxide segment.

    Prepaid expenses decreased by $38 million primarily due to the distribution of employee termination and other restructuring costs that were prefunded during the fourth quarter of 2015.

    Accounts payable decreased by $8 million primarily due to lower purchases consistent with the lower inventory balances noted above.

    Accrued liabilities decreased by $96 million primarily due to the distribution of prefunded restructuring costs.

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    Accounts receivable from and accounts payable to affiliates represent financing arrangements with affiliates of Huntsman. For further information, see note "14. Related Party Financing—Cash Pooling Program" to our combined financial statements.

Third-Party Debt Agreements

              We also have lease obligations accounted for as capital leases primarily related to manufacturing facilities which are included in other long-term debt. The scheduled maturities of our commitments under capital leases are as follows (dollars in millions):

Year ending December 31:
   
 

2017

  $ 7  

2018

    2  

2019

    2  

2020

    2  

Thereafter

    11  

Total minimum payments

    24  

Less: Amounts representing interest

    (4 )

Present value of minimum lease payments

    20  

Less: Current portion of capital leases

    (7 )

Long-term portion of capital leases

  $ 13  

              In addition to these capital leases, we entered into certain financing transactions in connection with our IPO, including the use of the net proceeds of the Senior Notes offering and borrowings under the term loan facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million. The Senior Notes and the Senior Credit Facilities are described in greater detail below under "—Financing Arrangements."

Financing Arrangements

              Following the IPO and the separation, we incurred the following indebtedness and other facilities:

    a senior secured term loan facility in an aggregate principal amount of $375 million;

    an asset-based revolving lending facility with a borrowing capacity of up to $300 million; and

    senior unsecured notes in an aggregate principal amount of $375 million.

Senior Credit Facilities

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

    the term loan facility in an aggregate principal amount of $375 million, with a maturity of seven years; and

    the ABL facility in an aggregate principal amount of up to $300 million, with a maturity of five years.

              The term loan facility will amortize in aggregate annual amounts equal to 1% of the original principal amount of the term loan facility, payable quarterly commencing in the fourth quarter of 2017.

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              Availability to borrow under the $300 million of commitments under ABL facility is subject to a borrowing base calculation comprised of accounts receivable and inventory in United States, Canada, the United Kingdom, Germany and only accounts receivable in France and Spain, that fluctuate from time to time and may be further impacted by the lenders' discretionary ability to impose reserves and availability blocks that might otherwise incrementally increase borrowing availability. As a result, the aggregate amount available for extensions of credit under the ABL facility at any time is the lesser of $300 million and the borrowing base calculated according to the formula described above minus the aggregate amount of extensions of credit outstanding under the ABL facility at such time.

              Borrowings under the term loan facility will bear interest at a rate equal to, at our option, either (a) a London Interbank Offering Rate ("LIBOR") based rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs subject to an interest rate floor to be agreed to or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City, (ii) the federal funds rate plus 0.50% per annum and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case plus an applicable margin to be agreed upon. Borrowings under the ABL facility bear interest at a variable rate equal to an applicable margin based on the applicable quarterly average excess availability under the ABL facility plus either a LIBOR or a base rate. The applicable margin percentage is calculated and established once every three calendar months and varies from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the ABL facility for the immediately preceding three month period.

              All obligations under the Senior Credit Facilities are guaranteed by us and substantially all of our subsidiaries (the "Guarantors"), and are secured by substantially all of our assets and the assets of the Guarantors, in each case subject to certain exceptions. Lien priority as between the term loan facility and the ABL facility with respect to the collateral will be governed by an intercreditor agreement.

              The Senior Credit Facilities contain certain customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the Senior Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the Senior Credit Facilities and all actions permitted to be taken by a secured creditor in respect of the collateral securing the Senior Credit Facilities.

      Senior Notes

              On July 14, 2017, the Issuers entered into an indenture in connection with the issuance of the Senior Notes.

              The Senior Notes are general unsecured senior obligations of the issuers and are guaranteed on a general unsecured senior basis by us and certain of our subsidiaries.

              The indenture related to the Senior Notes imposes certain limitations on our ability and certain of our subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of our properties and assets.

              The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest

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payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to our equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Senior Notes will have the right to require that the issuers purchase all or a portion of such holder's Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

A/R Programs

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

              As of December 31, 2016, Huntsman International had $106 million of net receivables in their A/R Programs and reflected on their balance sheet associated with us. The entities' allocated losses on the A/R Programs for the three months ended September 30, 2016 was $1 million, and for the nine months ended September 30, 2017 and 2016 were $1 million and $4 million, respectively. The allocation of losses on sale of accounts receivable is based upon the pro-rata portion of total receivables sold into the securitization program as well as other program and interest expenses associated with the A/R Programs.

Contractual Obligations and Commercial Commitments

              Our obligations under long-term debt (including the current portion), lease agreements and other contractual commitments from continuing operations as of December 31, 2016 are summarized below (dollars in millions):

 
  2017   2018 - 2019   2020 - 2021   After 2021   Total  

Long-term debt, including current portion(1)

  $ 10   $ 3   $ 3   $ 7   $ 23  

Interest(2)

        1     1     2     4  

Operating leases

    8     10     4     2     24  

Purchase commitments(3)

    582     487     26     39     1,134  

Total(4)(5)

  $ 600   $ 501   $ 34   $ 50   $ 1,185  

(1)
Excludes long-term debt to affiliates, all of which was repaid, capitalized or otherwise eliminated in connection with the separation and our IPO. In connection with our IPO, we entered into the Senior Credit Facilities and two of our subsidiaries issued the Senior Notes, which includes (i) $375 million of Senior Notes and (ii) borrowings of $375 million under our term loan facility. In addition, we entered into a $300 million ABL facility at closing of this offering, which, together with the term loan facility, we refer to as the Senior Credit Facilities. We used the net proceeds of the Senior Notes offering and the term loan facility to repay approximately $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of approximately $18 million. For more information, See "—Financing Arrangements."

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(2)
Interest calculated using interest rates as of December 31, 2016 and contractual maturity dates.

(3)
We have various purchase commitments extending through 2029 for materials, supplies and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2016. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. To the extent the contract requires a minimum notice period, such notice period has been included in the above table. The contractual purchase price for substantially all of these contracts is variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. We also have a limited number of contracts which require a minimum payment even if no volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. For each of the years ended December 31, 2016, 2015 and 2014, we made minimum payments of $1 million, nil and nil, respectively, under such take or pay contracts without taking the product.

(4)
Totals do not include commitments pertaining to our pension and other postretirement obligations. Our estimated future contributions to our pension and postretirement plans are as follows (dollars in millions):
 
  2017   2018 - 2019   2020 - 2021   5-Year
Average
Annual
 

Pension plans

  $ 21   $ 47   $ 50   $ 24  

Other postretirement obligations

                 
(5)
The above table does not reflect expected tax payments and unrecognized tax benefits due to the inability to make reasonably reliable estimates of the timing and amount of payments. For additional discussion on unrecognized tax benefits, see note "18. Income Taxes" to our combined financial statements.

Off-Balance-Sheet Arrangements

              No off-balance sheet arrangements exist at this time.

Restructuring, Impairment and Plant Closing Costs

              Following the Rockwood acquisition, we identified 21 business improvement projects in our Titanium Dioxide and Performance Additives segments. We commenced implementation of such projects in December 2014 and they collectively have produced significant cost savings and improved global competitiveness for our business. The benefits of these programs were measured at the individual project level while the cost performance of the business as a whole was measured against a benchmark period (fiscal year 2014). In total, the successful completion of these programs delivered more than $200 million of annual cost synergies to businesses that will be assumed by us in connection with the separation in the year ended December 31, 2016 relative to the year ended December 31, 2014, pro forma for the Rockwood acquisition. Approximately 85% of these cost savings were attributable to costs of goods sold and 15% were attributable to selling, general and administrative expenses.

              In addition, we are currently implementing a business improvement program, which is expected to provide additional contributions to Adjusted EBITDA beginning in 2017 and to be completed by the end of 2018. If successfully implemented, we expect our business improvement program 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.

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              We have initiated various restructuring programs in an effort to reduce operating costs and maximize operating efficiency. As of September 30, 2017 and December 31, 2016, accrued restructuring and plant closing costs by type of cost and initiative consisted of the following (dollars in millions):

 
  Workforce
reductions(1)
  Other
restructuring
costs
  Total(2)  

Accrued liabilities as of January 1, 2017

  $ 21   $   $ 21  

2017 charges

    34     8     42  

2017 payments

    (15 )   (8 )   (23 )

Distribution of prefunded restructuring costs

    1         1  

Accrued liabilities as of September 30, 2017

  $ 41   $   $ 41  

(1)
The total workforce reduction reserves of $41 million relate to the termination of 338 positions, of which zero positions had been terminated as of September 30, 2017.

(2)
Accrued liabilities remaining at September 30, 2017 and December 31, 2016 by year of initiatives were as follows (dollars in millions):
 
  September 30,
2017
  December 31,
2016
 

2015 initiatives and prior

  $ 12   $ 21  

2016 initiatives

         

2017 initiatives

    29      

Total

  $ 41   $ 21  

              Details with respect to our reserves for restructuring, impairment and plant closing costs are provided below by segment and initiative (dollars in millions):

 
  Titanium
Dioxide
  Performance
Additives
  Total  

Accrued liabilities as of January 1, 2017

  $ 12   $ 9   $ 21  

2017 charges

    33     9     42  

Distribution of prefunded restructuring costs

    (14 )   (9 )   (23 )

2017 payments

    1         1  

Accrued liabilities as of September 30, 2017

  $ 32   $ 9   $ 41  

Current portion of restructuring reserves

  $ 28   $ 9   $ 37  

Long-term portion of restructuring reserve

    4         4  

              Details with respect to cash and noncash restructuring charges for the nine months ended September 30, 2017 and 2016 by initiative are provided below (dollars in millions):

 
  Nine months ended
September 30,
2017
 

Cash charges

  $ 42  

Impairment of assets

    3  

Other non-cash charges

    4  

Total 2017 Restructuring, Impairment and Plant Closing Costs

  $ 49  

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  Nine months ended
September 30,
2016
 

Cash charges

  $ 22  

Accelerated depreciation

    8  

Other non-cash charges

    1  

Total 2016 Restructuring, Impairment and Plant Closing Costs

  $ 31