10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10‑Q

(Check one)

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

For the quarterly period ended March 31, 2018

OR

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

Commission File Number 001-38176

_________________________________

Venator Materials PLC

(Exact name of registrant as specified in its charter)

_________________________________

England and Wales	98‑1373159
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

Titanium House, Hanzard Drive, Wynyard Park,

Stockton-On-Tees, TS22, 5FD, United Kingdom

+44 (0) 1740 608 001

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO o

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).

YES o NO þ

_________________________________

As of April 20, 2018, the registrant has outstanding 106,401,124 ordinary shares, $0.001 par value per share.

VENATOR MATERIALS PLC AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10‑Q FOR THE QUARTERLY PERIOD

ENDED MARCH 31, 2018

TABLE OF CONTENTS

		Page
NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Condensed Consolidated and Combined Financial Statements (Unaudited)	4
	Condensed Consolidated and Combined Balance Sheets	5
	Condensed Consolidated and Combined Statements of Operations	6
	Condensed Consolidated and Combined Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated and Combined Statements of Equity	8
	Condensed Consolidated and Combined Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated and Combined Financial Statements	10
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	40
ITEM 4.	Controls and Procedures	41
PART II	OTHER INFORMATION	42
ITEM 1.	Legal Proceedings	42
ITEM 1A.	Risk Factors	42
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
ITEM 6.	Exhibits	43
	Signatures	45

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

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this report contains “forward-looking statements” within the meaning the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, construction cost estimates, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures, spin-offs, or other distributions, strategic opportunities, securities offerings, share repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; legal proceedings, environmental, health and safety (“EHS”) 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,” “estimates” 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 titanium dioxide (“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 European Union (“EU”) or any increased regulatory scrutiny;

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

• fluctuations in currency exchange rates and tax rates;

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

• changes to laws, regulations or the interpretation thereof;

• significant investments associated with efforts to transform our business;

• differences in views with our joint venture participants;

• high levels of indebtedness;

• EHS laws and regulations;

• our ability to obtain future capital on favorable terms;

• seasonal sales patterns in our product markets;

• legal claims against us, including antitrust claims;

• our ability to adequately protect our critical information technology systems;

• economic conditions and regulatory changes following the likely exit of the United Kingdom (the “U.K.”) 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 report. Any forward-looking statements should be considered in light of the risks disclosed in “Part II. Item 1A. Risk Factors.”.

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PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (UNAUDITED)

4

VENATOR MATERIALS PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS

(Unaudited)

(In millions, except par value)	March 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents(a)	$	223		$	238
Accounts receivable (net of allowance for doubtful accounts of $5 each)(a)	438			380
Accounts receivable from affiliates	14			12
Inventories(a)	482			454
Prepaid expenses	15			19
Other current assets	78			66
Total current assets	1,250			1,169
Property, plant and equipment, net(a)	1,444			1,367
Intangible assets, net(a)	19			20
Investment in unconsolidated affiliates	81			86
Deferred income taxes	166			167
Other noncurrent assets	38			38
Total assets	$	2,998		$	2,847
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	386		$	385
Accounts payable to affiliates	16			16
Accrued liabilities(a)	269			244
Current portion of debt(a)	9			14
Total current liabilities	680			659
Long-term debt	743			743
Deferred income taxes	2			—
Other noncurrent liabilities	302			306
Noncurrent payable to affiliates	34			34
Total liabilities	1,761			1,742
Commitments and contingencies (Notes 11 and 12)
Equity
Ordinary shares $0.001 par value, 200 shares authorized, 106 issued and outstanding each	—			—
Additional paid-in capital	1,312			1,311
Retained earnings	145			67
Accumulated other comprehensive loss	(230		)	(283		)
Total Venator Materials PLC shareholders' equity	1,227			1,095
Noncontrolling interest in subsidiaries	10			10
Total equity	1,237			1,105
Total liabilities and equity	$	2,998		$	2,847

^(a)  At March 31, 2018 and December 31, 2017, $9 and $5 of cash and cash equivalents, $6 and $7 of accounts receivable, (net), $1 and $2 of inventories, $5 each of property, plant and equipment, (net), $17 each of intangible assets, (net), $1 each of accounts payable, $3 and $4 of accrued liabilities, and $2 each of current portion of debt, respectively, from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 5. Variable Interest Entities."

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended March 31,
(Dollars in millions, except per share amounts)	2018			2017
Trade sales, services and fees, net	$	622		$	537
Cost of goods sold	454			465
Operating expenses:
Selling, general and administrative (includes corporate allocations from Huntsman Corporation of nil and $24, respectively)	54			50
Restructuring, impairment, and plant closing and transition costs	9			26
Other (income) expense, net	(3		)	10
Total operating expenses	60			86
Operating income (loss)	108			(14		)
Interest expense	(13		)	(14		)
Interest income	3			2
Other income	2			1
Income (loss) from continuing operations before income taxes	100			(25		)
Income tax (expense) benefit	(20		)	4
Income (loss) from continuing operations	80			(21		)
Income from discontinued operations, net of tax	—			8
Net income (loss)	80			(13		)
Net income attributable to noncontrolling interests	(2		)	(3		)
Net income (loss) attributable to Venator	$	78		$	(16	)
Basic earnings (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	0.73		$	(0.23	)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	—			0.08
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	$	0.73		$	(0.15	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	0.73		$	(0.23	)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	—			0.08
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	$	0.73		$	(0.15	)

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three months ended March 31,
(Dollars in millions)	2018			2017
Net income (loss)	$	80		$	(13	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	57			5
Pension and other postretirement benefits adjustments	3			4
Hedging instruments	(7		)	—
Total other comprehensive income (loss), net of tax	53			9
Comprehensive income (loss)	133			(4		)
Comprehensive income attributable to noncontrolling interest	(2		)	(3		)
Comprehensive income (loss) attributable to Venator	$	131		$	(7	)

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

(Unaudited)

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

	Total Venator Materials PLC Equity
(Dollars in millions)	Parent's Net Investment and Advances			Ordinary Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Noncontrolling Interest in Subsidiaries			Total
Balance, January 1, 2017	$	588		$	—	$	—	$	—	$	(423	)	$	12		$	177
Net (loss) income	(16		)	—		—		—		—			3			(13		)
Net changes in other comprehensive loss	—			—		—		—		9			—			9
Dividends paid to noncontrolling interests	—			—		—		—		—			(4		)	(4		)
Net changes in parent’s net investment and advances	106			—		—		—		—			2			108
Balance, March 31, 2017	$	678		$	—	$	—	$	—	$	(414	)	$	13		$	277

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
(Dollars in millions)	2018			2017
Operating Activities:
Net income (loss)	$	80		$	(13	)
Income from discontinued operations, net of tax	—			(8		)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	34			30
Deferred income taxes	9			(7		)
Noncash restructuring and impairment charges	3			3
Insurance proceeds for business interruption, net of gain on recovery	19			—
Noncash interest expense	—			10
Noncash (loss) gain on foreign currency transactions	(4		)	7
Other, net	2			(2		)
Changes in operating assets and liabilities:
Accounts receivable	(50		)	(4		)
Inventories	(12		)	(1		)
Prepaid expenses	5			29
Other current assets	(9		)	(1		)
Other noncurrent assets	1			2
Accounts payable	7			6
Accrued liabilities	(27		)	(22		)
Other noncurrent liabilities	(7		)	(8		)
Net cash provided by operating activities from continuing operations	51			21
Net cash provided by operating activities from discontinued operations	—			1
Net cash provided by operating activities	51			22
Investing Activities:
Capital expenditures	(73		)	(19		)
Insurance proceeds for recovery of property damage	—			54
Net advances to affiliates	—			(90		)
Cash received from unconsolidated affiliates	9			12
Investment in unconsolidated affiliates	(3		)	(15		)
Net cash used in investing activities from continuing operations	(67		)	(58		)
Net cash used in investing activities from discontinued operations	—			(1		)
Net cash used in investing activities	(67		)	(59		)
Financing Activities:
Repayment of third-party debt	(6		)	—
Net borrowings from affiliate accounts payable	—			45
Dividends paid to noncontrolling interests	(2		)	(4		)
Net cash (used in) provided by financing activities	(8		)	41
Effect of exchange rate changes on cash	9			1
Net change in cash and cash equivalents, including discontinued operations	(15		)	5
Cash and cash equivalents at beginning of period, including discontinued operations	238			30
Cash and cash equivalents at end of period, including discontinued operations	$	223		$	35
Supplemental cash flow information:
Cash paid for interest	19			$	2
Cash paid for income taxes	15			2
Supplemental disclosure of noncash activities:
Capital expenditures included in accounts payable as of March 31, 2018 and 2017, respectively	33			$	8
Settlement of long-term notes payable/notes receivable with affiliates	—			(12		)

See notes to unaudited condensed consolidated and combined financial statements.

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VENATOR MATERIALS PLC AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

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

General

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

Description of Business

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

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

Recent Developments

Pori Fire

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

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

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

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

Basis of Presentation

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

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

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

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

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

Note 2. Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted During the Period

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU along with subsequently issued amendments, outline a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most previously issued revenue recognition guidance. Under this guidance, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. These ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We adopted these ASUs effective January 1, 2018 and we have elected the modified retrospective approach as the transition method. As a result of the adoption of these amendments, we revised our accounting policy for revenue recognition as detailed in “Note 3. Revenue,” and, except for the changes noted in "Note 3. Revenue" no material changes have been made to our significant policies disclosed in "Note 1. Description of Business, Recent Developments, Basis of Presentation and Summary of Significant Accounting Policies" of our Annual Report on Form 10-K, filed on February 23, 2018, for the year ended December 31, 2017. The adoption of these ASUs did not have a significant impact on our unaudited condensed consolidated and combined financial statements.

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

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this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact on our unaudited condensed consolidated and combined financial statements.

In March 2017, the FASB issued ASU No. 2017 07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of income from operations. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. We adopted the amendments of this ASU effective January 1, 2018, which impacted the presentation of our financial statements. Our historical presentation of service cost components was consistent with the amendments in this ASU. The other components of net periodic pension and postretirement benefit costs are presented within other nonoperating income, whereas we historically presented these within cost of goods sold and selling, general and administrative expenses. As a result of the retrospective adoption of this ASU, cost of goods sold increased by $2 million, selling, general and administrative expenses decreased by $1 million, and other income increased by $1 million within our unaudited condensed consolidated and combined statements of operations for the three months ending March 31, 2017.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships as well as the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements to increase the understandability of the results of an entity’s intended hedging strategies. The amendments in this ASU also include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted in any interim period after the issuance of this ASU. Transition requirements and elections should be applied to hedging relationships existing on the date of adoption. For cash flow and net investment hedges, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness, and the amended presentation and disclosure guidance is required only prospectively. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact on our unaudited condensed consolidated and combined financial statements.

Accounting Pronouncements Pending Adoption in Future Periods

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

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

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income (loss) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). This standard is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. We have not completed our assessment, but we do not anticipate this will have a material impact on our unaudited consolidated and combined statement of comprehensive income (loss).

Note 3. Revenue

We account for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers, which became effective January 1, 2018. As part of the adoption of ASC 606, we applied the new standard on a modified retrospective basis analyzing open contracts as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessary as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements.

We generate substantially all of our revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods. Sales, value-added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We recognize these costs for shipping and handling when control over products have transferred to the customer as an expense in cost of goods sold. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less than one year.

The following table disaggregates our revenue by major geographical region for the three months ended March 31, 2018:

	For the Three Months Ended March 31, 2018
	Titanium Dioxide		Performance Additives		Total
North America	$	71	$	77	$	148
Europe	241		58		299
Asia	96		27		123
Other	48		4		52
Total Revenues	$	456	$	166	$	622

The following table disaggregates our revenue by major product line for the three months ended March 31, 2018:

	For the Three Months Ended March 31, 2018
	Titanium Dioxide		Performance Additives		Total
TiO2	$	456	$	—	$	456
Color Pigments	—		82		82
Functional Additives	—		41		41
Timber Treatment	—		37		37
Water Treatment	—		6		6
Total Revenues	$	456	$	166	$	622

Substantially all of our revenue is generated through inventory sales in which revenue is recognized at a point in time. At contract inception, we assess the goods promised in our contracts and identify a performance obligation for each promise to transfer to the customer a good that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer.

The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which may contain variable consideration such as discounts or rebates. We also give our customers a limited

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right to return products that have been damaged, do not satisfy their specifications, or other specific reasons. Payment terms on product sales to our customers typically range from 30 days to 90 days, although certain exceptions exist where standard payment terms are exceeded, these instances are infrequent and do not exceed one year. Discounts are allowed for some customers for early payment or if a certain volume is met. As our standard payment terms are less than one year, we have elected to not assess whether a contract has a significant financing component. In order to estimate the applicable variable consideration at the time of revenue recognition, we use historical and current trend information to estimate the amount of discounts, rebates, or returns to which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and accrued at the point of which revenue is recognized have not materially differed. The amount recorded against revenue related to expected returns, discounts and rebates was not material for any of our reporting periods.

Note 4. Inventories

Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at March 31, 2018 and December 31, 2017 consisted of the following:

	March 31, 2018		December 31, 2017
Raw materials and supplies	$	157	$	149
Work in process	52		46
Finished goods	273		259
Total	$	482	$	454

Note 5. Variable Interest Entities

We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary:

• Pacific Iron Products Sdn Bhd is our 50%-owned joint venture with Coogee Chemicals that manufactures products for Venator. It was determined that the activities that most significantly impact its economic performance are raw material supply, manufacturing and sales. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing. As a result, we concluded that we are the primary beneficiary.

• Viance, LLC ("Viance") is our 50%-owned joint venture with Dow Chemical Company. Viance markets timber treatment products for Venator. We have determined that the activity that most significantly impacts Viance’s economic performance is manufacturing. The joint venture sources all of its products through a contract manufacturing arrangement at our Harrisburg, North Carolina facility and we bear a disproportionate amount of working capital risk of loss due to the supply arrangement whereby we control manufacturing on Viance’s behalf. As a result, we concluded that we are the primary beneficiary.

Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at March 31, 2018, the joint ventures’ assets, liabilities and results of operations are included in Venator’s condensed consolidated and combined financial statements.

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The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2018 and 2017 are as follows:

	Three months ended March 31,
	2018	2017
Revenues	31	$	34
Income from continuing operations before income taxes	4	7
Net cash provided by operating activities	9	7

Note 6. Restructuring, Impairment, and Plant Closing and Transition Costs

Venator has initiated various restructuring programs in an effort to reduce operating costs and maximize operating efficiency. As of March 31, 2018 and December 31, 2017, accrued restructuring and plant closing and transition costs by type of cost and initiative consisted of the following:

	Workforce reductions(1)			Other restructuring costs			Total(2)
Accrued liabilities as of December 31, 2017	$	34		$	—		$	34
2018 charges for 2017 and prior initiatives	2			4			6
2018 charges for 2018 initiatives	—			—			—
2018 payments for 2017 and prior initiatives	(6		)	(4		)	(10		)
2018 payments for 2018 initiatives	—			—			—
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of March 31, 2018	$	31		$	—		$	31

(1) The total workforce reduction reserves of $31 million relate to the termination of 195 positions, of which zero positions had been terminated as of March 31, 2018.

(2) Accrued liabilities remaining at March 31, 2018 and December 31, 2017 by year of initiatives were as follows:

	March 31, 2018		December 31, 2017
2016 initiatives and prior	$	8	$	9
2017 initiatives	23		25
2018 initiatives	—		—
Total	$	31	$	34

Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative:

	Titanium Dioxide			Performance Additives			Total
Accrued liabilities as of December 31, 2017	$	30		$	4		$	34
2018 charges for 2017 and prior initiatives	6			—			6
2018 charges for 2018 initiatives	—			—			—
2018 payments for 2017 and prior initiatives	(9		)	(1		)	(10		)
2018 payments for 2018 initiatives	—			—			—
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of March 31, 2018	$	28		$	3		$	31
Current portion of restructuring reserves	17			3			20
Long-term portion of restructuring reserve	11			—			11

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Details with respect to cash and noncash restructuring charges and impairment of assets for the three months ended March 31, 2018 and 2017 by initiative are provided below:

	Three months ended
	March 31, 2018
Cash charges	$	6
Accelerated depreciation	3
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs	$	9

	Three months ended
	March 31, 2017
Cash charges	$	23
Other noncash charges	3
Total 2017 Restructuring, Impairment and Plant Closing and Transition Costs	$	26

Restructuring Activities

In December 2014, we implemented a comprehensive restructuring program to improve the global competitiveness of our Titanium Dioxide and Performance Additives segments. As part of the program, we are reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil for the three months ended March 31, 2018.

In July 2016, we announced plans to close our Umbogintwini, South Africa TiO₂ manufacturing facility. As part of the program, we recorded restructuring expense of approximately $1 million for the three months ended March 31, 2018. We expect to incur additional charges of approximately $13 million through the end of 2022.

In March 2017, we announced a plan to close the white end finishing and packaging operation of our TiO₂ manufacturing facility at our Calais, France site. The announced plan follows the 2015 closure of the black end manufacturing operations and would result in the closure of the entire facility. In connection with this closure, we recorded restructuring expense of $5 million in the three months ended March 31, 2018. We expect to incur additional charges of approximately $50 million through the end of 2022.

In September 2017, we announced a plan to close our St. Louis and Easton manufacturing facilities. As part of the program, we recorded restructuring expense of approximately $3 million related to accelerated depreciation for the three months ended March 31, 2018. We expect to incur $11 million of accelerated depreciation through the end of 2018.

Note 7. Debt

Outstanding debt, net of debt issuance costs of $12 million, consisted of the following:

	March 31, 2018	December 31, 2017
Senior Notes	370	370
Term Loan Facility	366	367
Other	16	20
Total debt	752	757
Less: short-term debt and current portion of long-term debt	9	14
Total long-term debt	743	743

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

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The weighted average interest rate on our outstanding balances under the Senior Notes and Term Loan Facility as of March 31, 2018 and December 31, 2017 was approximately 5% each.

Senior Notes

On July 14, 2017, our subsidiaries Venator Finance S.à.r.l. and Venator Materials LLC (the “Issuers”) entered into an indenture in connection with the issuance of the Senior Notes. The Senior Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

Senior Credit Facilities

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

• the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and

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

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

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

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

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and varies from 150 to 200 basis points for LIBOR loans depending on the quarterly average excess availability under the ABL Facility for the immediately preceding three month period.

Guarantees

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

Cash Pooling Program

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

Notes Receivable and Payable of Venator to Huntsman

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

A/R Programs

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

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

Note 8. Derivative Instruments and Hedging Activities

To reduce cash flow volatility from foreign currency fluctuations, we enter into forward and swap contracts to hedge portions of cash flows of certain foreign currency transactions. We do not use derivative financial instruments for trading or speculative purposes.

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

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annual principle payments under the cross-currency swap also correspond with the terms of the intercompany loans. Gains and losses from these hedges offset the changes in the value of interest and principal payments as a result of changes in foreign exchange rates.

We formally assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transactions are highly effective in offsetting cash flows of the hedged item and we will continue to assess the relationship on an ongoing basis. We use the hypothetical derivative method in conjunction with regression analysis to measure effectiveness of our cross-currency swap agreement. The portion of the hedge that is ineffective will be recorded in earnings in other income (expense). We did not record any ineffectiveness during 2018.

The effective portion of the changes in the fair value of the swaps are deferred in other comprehensive loss and subsequently recognized in “other income (expense), net” in the unaudited condensed consolidated and combined statements of operations when the hedged item impacts earnings. Cash flows related to our cross currency swap that relate to our periodic interest settlement will be classified as operating activities and the cash flows that relates to principal balances will be designated as financing activities. The fair value of these hedges was $12 million and $5 million at March 31, 2018 and December 31, 2017, respectively, and was recorded as other long-term liabilities on our unaudited condensed consolidated and combined balance sheets. We estimate the fair values of our cross currency swaps by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, credit default swap rates and cross-currency basis swap spreads. The cross currency swap has been classified as Level 2 because the fair value is based upon observable market-based inputs or unobservable inputs that are corroborated by market data.

For the three months ended March 31, 2018, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a loss of approximately $7 million. As of March 31, 2018, accumulated comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions.

We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We continually monitor our position and the credit rating of our counterparties, and we do not anticipate nonperformance by the counterparties.

Forward Currency Contracts Not Designated as Hedges

We transact business in various foreign currencies and we enter into currency forward contracts to offset the risk associated with the risks of foreign currency exposure. At March 31, 2018 and December 31, 2017 we had approximately $101 million and $109 million, respectively, notional amount (in U.S. dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month. The contracts are valued using observable market rates (Level 2).

Note 9. Income Taxes

Venator uses the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on a tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

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We recorded income tax expense of $20 million and income tax benefit of $4 million for the three months ended March 31, 2018 and 2017, respectively. Our tax expense is significantly affected by the mix of income and losses in tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions.

For U.S. federal income tax purposes Huntsman will 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 gave rise to a deferred tax asset of $36 million that we recognized for the year ended December 31, 2017.

Pursuant to the Tax Matters Agreement 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 tax savings we recognize as a result of any such basis increase for tax years through December 31, 2028. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately $34 million. We recognized a noncurrent liability for this amount at December 31, 2017. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized and the corresponding basis increase, and could result in a higher liability for us under the Tax Matters Agreement.

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

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

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

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

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Note 10. Earnings (Loss) Per Share

Basic earnings (loss) per share excludes dilution and is computed by dividing net loss attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) available to Venator ordinary shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. For the periods prior to our IPO, the average number of ordinary shares outstanding used to calculate basic and diluted earnings (loss) per share was based on the ordinary shares that were outstanding at the time of our IPO.

Basic and diluted earnings (loss) per share are determined using the following information:

	Three months ended March 31,
	2018		2017
Numerator:
Basic and diluted income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	78	$	(24	)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	$	—	$	8
Basic and diluted net income (loss):
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	$	78	$	(16	)
Denominator:
Weighted average shares outstanding	106.4		106.3
Dilutive share-based awards	0.4		—
Total weighted average shares outstanding, including dilutive shares	106.8		106.3

For each of the three months ended March 31, 2018 and 2017, the number of anti-dilutive employee share-based awards excluded from the computation of diluted EPS was not significant.

Note 11. Commitments and Contingencies

Legal Proceedings

Antitrust Matters

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

We were also named as a defendant in a class action civil antitrust suit filed on March 15, 2013 in the U.S. District Court for the Northern District of California by purchasers of products made from TiO₂ (the “Indirect Purchasers”) making essentially the same allegations as did the direct purchasers. On October 14, 2014, plaintiffs filed their Second Amended Class Action Complaint narrowing the class of plaintiffs to those merchants and consumers of architectural coatings containing TiO₂. On August 11, 2015, the court granted our motion to dismiss the Indirect Purchasers litigation with leave to amend the complaint. A Third Amended Class Action Complaint was filed on September 29, 2015 further limiting the class to consumers of architectural paints. Plaintiffs have raised state antitrust claims under the laws of 15 states, consumer protection claims under the laws of nine states, and unjust enrichment claims under the laws of 16 states. On November 4, 2015, we and our co-defendants filed another motion to dismiss. On June 13, 2016, the court substantially denied the motion to dismiss except as to consumer protection claims in one state.

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The parties have agreed to settle this matter. The court preliminarily approved the settlement on December 13, 2017 and the final approval hearing is scheduled for August 16, 2018.

The Indirect Purchasers seek to recover injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit and attorneys’ fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to these claims and could incur additional costs in amounts which in the aggregate could be material to us. Because of the overall complexity of these cases, we are unable to reasonably estimate any possible loss or range of loss and we have not made an accrual with respect to these claims.

Other Proceedings

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in these consolidated and combined financial statements, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

Note 12. Environmental, Health and Safety Matters

Environmental, Health and Safety Capital Expenditures

We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the three months ended March 31, 2018 and 2017, our capital expenditures for EHS matters totaled $1 million and $3 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

Environmental Matters

We have incurred and we may in the future incur, liability to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources.

Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such as those in effect in France, can hold past owners and/or operators liable for remediation at former facilities. We have not been notified by third parties of claims against us for cleanup liabilities at former facilities or third-party sites, including, but not limited to, sites listed under CERCLA.

Under the Resource Conservation and Recovery Act in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal and we have made accruals for related remediation activity. We are aware of soil, groundwater or surface contamination from past operations at some of our sites and have made accruals for related remediation activity, and we may find contamination at other sites in the future. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities, such as France and Italy.

Environmental Reserves

We accrue liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs, and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable

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and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology, and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. As of March 31, 2018 and December 31, 2017, we had environmental reserves of $12 million, each. We may incur losses for environmental remediation.

Note 13. Other Comprehensive Income (Loss)

Other comprehensive income (loss) consisted of the following:

	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjustments net of tax(b)			Other comprehensive income of unconsolidated affiliates			Hedging Instruments			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2018	$	(6	)	$	(267	)	$	(5	)	$	(5	)	$	(283	)	$	—	$	(283	)
Other comprehensive income before reclassifications	57			—			—			(7		)	50			—		50
Tax benefit	—			—			—			—			—			—		—
Amounts reclassified from accumulated other comprehensive loss, gross(c)	—			3			—			—			3			—		3
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive income	57			3			—			(7		)	53			—		53
Ending balance, March 31, 2018	$	51		$	(264	)	$	(5	)	$	(12	)	$	(230	)	$	—	$	(230	)

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	Foreign currency translation adjustment(d)			Pension and other postretirement benefits adjustments net of tax(e)			Other comprehensive income of unconsolidated affiliates			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2017	$	(112	)	$	(306	)	$	(5	)	$	(423	)	$	—	$	(423	)
Adjustments due to discontinued operations	3			—			—			3			—		3
Tax expense	—			—			—			—			—		—
Other comprehensive (loss) income before reclassifications	1			—			—			1			—		1
Tax expense	1			—			—			1			—		1
Amounts reclassified from accumulated other comprehensive loss, gross(c)	—			4			—			4			—		4
Tax benefit	—			—			—			—			—		—
Net current-period other comprehensive income	5			4			—			9			—		9
Ending balance, March 31, 2017	$	(107	)	$	(302	)	$	(5	)	$	(414	)	$	—	$	(414	)

(a) Amounts are net of tax of nil as of March 31, 2018 and January 1, 2018, each.

(b) Amounts are net of tax of $52 million as of March 31, 2018 and January 1, 2018, each.

(c) See table below for details about the amounts reclassified from accumulated other comprehensive loss.

(d) Amounts include a tax benefit of $1 million and nil as of March 31, 2017 and January 1, 2017, respectively.

(e) Amounts are net of tax of $56 million at March 31, 2017 and January 1, 2017, each.

	Three months ended March 31,				Affected line item in the statement
	2018		2017		where net income is presented
Details about Accumulated Other Comprehensive Loss Components(a):
Amortization of pension and other postretirement benefits:
Actuarial loss	$	3	$	4	(b)
Prior service credit	—		—		(b)
Total amortization	3		4		Total before tax
Income tax benefit	—		—		Income tax (expense) benefit
Total reclassifications for the period	$	3	$	4	Net of tax

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

(b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs.

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Note 14. Operating Segment Information

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of commodity chemical products. We have reported our operations through our two segments, Titanium Dioxide and Performance Additives, and organized our business and derived our operating segments around differences in product lines. We have historically conducted other business within components of legal entities we operated in conjunction with Huntsman businesses, and such businesses are included within the corporate and other line item below.

The major product groups of each reportable operating segment are as follows:

Segment	Product Group
Titanium Dioxide	titanium dioxide
Performance Additives	functional additives, color pigments, timber treatment and water treatment chemicals

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. Adjusted EBITDA is presented as a measure of the financial performance of our global business units and for reporting the results of our operating segments. The revenues and adjusted EBITDA for each of the two reportable operating segments are as follows:

	Three months ended March 31,
	2018			2017
Revenues:
Titanium Dioxide	$	456		$	385
Performance Additives	166			152
Total	$	622		$	537
Segment adjusted EBITDA(1)
Titanium Dioxide	$	143		$	48
Performance Additives	24			21
	167			69
Corporate and other	(10		)	(20		)
Total	$	157		$	49
Reconciliation of adjusted EBITDA to net income (loss):
Interest expense	(13		)	(14		)
Interest income	3			2
Income tax (expense) benefit - continuing operations	(20		)	4
Depreciation and amortization	(34		)	(30		)
Net income attributable to noncontrolling interests	2			3
Other adjustments:
Business acquisition and integration expenses	(2		)	—
Separation expense, net	(1		)	—
Net income of discontinued operations, net of tax	—			8
Amortization of pension and postretirement actuarial losses	(3		)	(4		)
Net plant incident costs	—			(5		)
Restructuring, impairment and plant closing and transition costs	(9		)	(26		)
Net income (loss)	$	80		$	(13	)

(1) Adjusted EBITDA is defined as net income (loss) of Venator before interest, income tax from continuing operations, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments from net income (loss): (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations, net of tax; (d) amortization of pension and postretirement actuarial losses; (e) net plant incident costs; and (f) restructuring, impairment, and plant closing and transition costs.

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Note 15. Discontinued Operations

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

The following table summarizes the operations data for discontinued operations:

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

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

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

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

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 report. See “Note Regarding Forward-Looking Statements” and “Part II. Item 1A. Risk Factors.”

BASIS OF PRESENTATION

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

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

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

EXECUTIVE SUMMARY

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

RECENT DEVELOPMENTS

Pori Fire

On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand.

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

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

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

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

We continue to estimate that the total cost to rebuild and commission the Pori facility will exceed the total insurance proceeds received by $325 to $375 million. We expect to account for our uncovered costs as capital expenditures and fund them from cash from operations, which will decrease our liquidity in the periods those costs in excess of insurance proceeds are incurred. Based on current and anticipated market conditions, we currently expect our business interruption losses through 2019 to be fully offset by insurance proceeds. However, these are preliminary estimates based on a number of significant assumptions, and as a result uninsured costs could exceed current estimates. Please see “Part II, Item 1A. Risk Factors-Risks Relating to our Business- Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse impact on our business, results of operations and/or financial condition”.

RECENT TRENDS AND OUTLOOK

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

• Favorable environment for TiO₂ price increases in the second quarter of 2018.

• Seasonal improvement in sales volumes in the second quarter of 2018 compared to the first quarter of 2018, albeit the impact of the Pori fire on our capacity will constrain our volumetric growth.

• Manageable increases in raw material and energy costs in the near term.

• We have received cash in advance to the full extent of our policy limits for insurance payments related to the Pori fire, including prepayments for business interruption losses and construction costs not yet incurred.

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

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

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

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

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RESULTS OF OPERATIONS

The following table sets forth our consolidated results of operations for the three months ended March 31, 2018 and 2017:

	Three Months Ended
	March 31,
(Dollars in millions)	2018			2017			% Change
Revenues	$	622		$	537		16	%
Cost of goods sold	454			465			(2	)%
Operating expenses	51			60			(15	)%
Restructuring, impairment and plant closing and transition costs	9			26			(65	)%
Operating income (loss)	108			(14		)	NM
Interest expense, net	(10		)	(12		)	17	%
Other income	2			1			100	%
Income (loss) from continuing operations before income taxes	100			(25		)	NM
Income tax (expense) benefit	(20		)	4			NM
Income (loss) from continuing operations	80			(21		)	NM
Income from discontinued operations	—			8			(100	)%
Net income (loss)	80			(13		)	NM
Reconciliation of net income (loss) to adjusted EBITDA:
Interest expense, net	10			12			(17	)%
Income tax expense (benefit) - continuing operations	20			(4		)	NM
Depreciation and amortization	34			30			13	%
Net income attributable to noncontrolling interests	(2		)	(3		)	33	%
Other adjustments:
Business acquisition and integration expenses	2			—
Separation expense, net	1			—
Net income of discontinued operations, net of tax	—			(8		)
Certain legal settlements and related expenses	—			—
Amortization of pension and postretirement actuarial losses	3			4
Net plant incident (credits) costs	—			5
Restructuring, impairment and plant closing and transition costs	9			26
Adjusted EBITDA(1)	$	157		$	49
Net cash provided by operating activities from continuing operations	51			21			143	%
Net cash used in investing activities from continuing operations	(67		)	(58		)	16	%
Net cash (used in) provided by financing activities	(8		)	41			NM
Capital expenditures	(73		)	(19		)	284	%

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

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, and net income attributable to noncontrolling interests, as well as eliminating the following: (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations, net of tax; (d) amortization of pension and postretirement actuarial losses; (e) net plant incident costs; and (f) restructuring, impairment and plant closing and transition costs. We believe that net income (loss) is the performance measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP” or “GAAP”) that is most directly comparable to adjusted EBITDA.

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

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from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

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

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

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

⁽³⁾  The income tax impacts, if any, of each adjusting item represent a ratable allocation of the total difference between the unadjusted tax expense and the total adjusted tax expense, computed without consideration of any adjusting items using a with and without approach. We do not adjust for changes in tax valuation allowances because we do not believe it provides more meaningful information than is provided under GAAP.

Three Months EndedMarch 31, 2018 Compared to the Three Months EndedMarch 31, 2017

For the three months ended March 31, 2018, net income was $80 million on revenues of $622 million, compared with a net loss of $13 million on revenues of $537 million for the same period in 2017. The increase of $93 million in net income was the result of the following items:

• Revenues for the three months ended March 31, 2018 increased by $85 million, or 16%, as compared with the same period in 2017. The increase was due to a $71 million increase in revenue in our Titanium Dioxide segment primarily related to increases in average selling prices, and an $14 million increase in revenue in our Performance Additives segment due to increases in selling prices. See “—Segment Analysis” below.

• Our operating expenses for the three months ended March 31, 2018 decreased by $9 million, or 15%, as compared with the same period in 2017, primarily related to savings from our business improvement program.

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• Restructuring, impairment and plant closing and transition costs for the three months ended March 31, 2018 decreased to $9 million from $26 million for the same period in 2017. For more information concerning restructuring activities, see "Note 6. Restructuring, Impairment, and Plant Closing and Transition Costs" of the notes to unaudited condensed consolidated and combined financial statements.

• Our income tax expense for the three months ended March 31, 2018 increased to $20 million from a $4 million income tax benefit for the same period in 2017. 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" of the notes to unaudited condensed consolidated and combined financial statements.

Segment Analysis

Three Months Ended March 31, 2018 Compared to the Three Months EndedMarch 31, 2017

	Three Months Ended						Percent Change Favorable (Unfavorable)
	March 31,
(Dollars in millions)	2018			2017
Revenues
Titanium Dioxide	$	456		$	385		18	%
Performance Additives	166			152			9	%
Total	$	622		$	537		16	%
Segment adjusted EBITDA
Titanium Dioxide	$	143		$	48		198	%
Performance Additives	24			21			14	%
	167			69			142	%
Corporate and other	(10		)	(20		)	50	%
Total	$	157		$	49		220	%

	Three Months Ended March 31, 2018 vs. 2017
	Average Selling Price(1)
	Local Currency		Foreign Currency Translation Impact		Mix & Other		Sales Volumes(2)
Period-Over-Period Increase (Decrease)
Titanium Dioxide	23	%	10	%	—	%	(15	)%
Performance Additives	7	%	6	%	(3	)%	(1	)%

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

⁽²⁾  Excludes sales volumes of by-products and raw materials.

Titanium Dioxide

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

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Segment adjusted EBITDA of our Titanium Dioxide segment increased by $95 million for the three months ended March 31, 2018 compared to the same period in 2017. This improvement was primarily a result of higher revenues, $7 million from the sale of carbon credits and $8 million of EBITDA benefit from our Business Improvement Program, partially offset by increases in raw material and other direct costs.

.

Performance Additives

The increase in revenues in our Performance Additives segment of $14 million, or 9%, for the three months ended March 31, 2018 compared to the same period in 2017 was primarily due to a 7% increase in average selling prices, a 6% improvement driven by the favorable impact of foreign exchange rates, partially offset by a 1% decrease in volumes and a 3% decrease due to less favorable mix and other. The improvement in selling prices was primarily in certain color pigment and functional additives product lines, where we raised prices to offset increases in raw material costs.

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

Corporate and Other

Corporate and other represents expenses which are not allocated to our segments. Losses from Corporate and other were $10 million 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.

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 $223 million and $238 million as of March 31, 2018 and December 31, 2017, 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 our subsidiaries Venator Finance S.a.r.l. and Venator Materials LLC (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” within the unaudited condensed consolidated and combined balance sheet.

In addition to the Senior Notes and the Term Loan Facility, we entered into the ABL Facility. Availability to borrow under the ABL Facility is subject to a borrowing base calculation comprising both accounts receivable and inventory in the U.S., Canada, the U.K. and Germany and only accounts receivable in France and Spain. Thus, the base calculation may fluctuate from time to time and may be further impacted by the lenders’ discretionary ability to impose reserves and availability blocks that might otherwise incrementally increase borrowing availability. Assuming all proposed borrowers currently participate in the facility, the borrowing base calculation as of March 31, 2018 is in excess of $276 million, of which $263 million was available to borrowers. To participate in the facility, each borrower is required to deliver certain documentation and security agreements to the satisfaction of the administrative agent, which was achieved in January 2018.

Items Impacting Short-Term and Long-Term Liquidity

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

• Cash invested in our accounts receivable and inventory, net of accounts payable, increased by approximately $56 million for the three months ended March 31, 2018 as reflected in our unaudited condensed consolidated and combined statements of cash flows. We expect volatility in our working capital components to continue due to seasonal changes in working capital throughout the year.

• During 2018, we expect to spend approximately $120 million on capital expenditures, excluding spending on the restoration of our Pori facility, approximately $20 million of which has been spent as of March 31, 2018. Our future expenditures include certain EHS maintenance and upgrades; periodic maintenance and repairs applicable to major units of manufacturing facilities; expansions of our existing facilities or construction of new facilities; and certain cost reduction projects. We expect to fund this spending with cash provided by operations.

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

• We are involved in a number of cost reduction programs for which we have established restructuring accruals. As of March 31, 2018, we had $31 million of accrued restructuring costs of which $20 million is classified as current. We expect to incur additional restructuring and plant closing costs of approximately $34 million, including $12 million for non-cash charges, and pay approximately $30 million through the remainder of 2018. For further discussion of these plans and the costs involved, see "Note 6. Restructuring, Impairment, and Plant Closing and Transition Costs" of the notes to 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 in 2018.

• On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland experienced fire damage and we continue to repair the facility. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand.

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

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

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

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

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

As of March 31, 2018 and December 31, 2017, we had $9 million and $14 million, respectively, classified as current portion of debt.

As of March 31, 2018 and December 31, 2017, we had approximately $24 million and $31 million, respectively, of cash and cash equivalents held outside of the U.S. and Europe, including our variable interest entities. As of March 31, 2018, our non-U.K. subsidiaries have no plan to distribute earnings in a manner that would cause them to be subject to U.K., U.S., or other local country taxation.

Cash Flows for the Three Months Ended March 31, 2018 Compared to the Three Months EndedMarch 31, 2017

Net cash provided by operating activities from continuing operations was $51 million for the three months ended March 31, 2018 while net cash provided by operating activities from continuing operations was $21 million for the three months ended March 31, 2017. The increase in net cash provided by operating activities from continuing operations for the three months ended March 31, 2018 compared with the same period in 2017 was primarily attributable to the $93 million increase in net income as described in “—Results of Operations” above and insurance proceeds for business interruption received in 2017 of $62 million, offset by a $93 million unfavorable variance in operating assets and liabilities for 2018 as compared with 2017.

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

Net cash used in financing activities from continuing operations was $8 million for the three months ended March 31, 2018, compared to net cash provided by financing activities from continuing operations of $41 million for the three months ended March 31, 2017. The increase in net cash used in financing activities from continuing operations for the three months ended March 31, 2018 compared with the same period in 2017 was primarily attributable to a decrease in proceeds from affiliate accounts payable of $45 million from 2017 to 2018.

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Changes in Financial Condition

The following information summarizes our working capital as of March 31, 2018 and December 31, 2017:

	March 31,		December 31,		Increase			Percent
(Dollars in millions)	2018		2017		(Decrease)			Change
Cash and cash equivalents	$	223	$	238	$	(15	)	(6	)%
Accounts receivable, net	438		380		58			15	%
Accounts receivable from affiliates	14		12		2			17	%
Inventories	482		454		28			6	%
Prepaid expenses	15		19		(4		)	(21	)%
Other current assets	78		66		12			18	%
Total current assets from continuing operations	1,250		1,169		81			7	%
Accounts payable	386		385		1			—	%
Accounts payable to affiliates	16		16		—			—	%
Accrued liabilities	269		244		25			10	%
Current portion of debt	9		14		(5		)	(36	)%
Total current liabilities from continuing operations	680		659		21			3	%
Working capital	$	570	$	510	$	60		12	%

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

• Cash and cash equivalents decreased by $15 million primarily due to inflows of $51 million from operating activities of continuing operations offset by $67 million of cash outflows from investing activities of continuing operations and $8 million from financing activities of continuing operations.

• Accounts receivable increased by $58 million primarily due to higher revenues in the three months ended March 31, 2018 compared to the three months ended December 31, 2017.

• Accrued liabilities increased by $25 million primarily due to deferred income recorded in connection with the partial progress payment received from our insurer related to the fire at our Pori, Finland manufacturing facility.

• Accounts receivable from and accounts payable to affiliates represent financing arrangements with affiliates of Huntsman. For further information, see “Note 7. Debt—Cash Pooling Program” of the notes to unaudited condensed consolidated and combined financial statements.

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FINANCING ARRANGEMENTS

Senior Notes

On July 14, 2017, the Issuers entered into an indenture in connection with the issuance of the Senior Notes. The Senior Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

Senior Credit Facilities

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

• the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and

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

The Term Loan Facility will amortize in aggregate annual amounts equal to 1% of the original principal amount of the Term Loan Facility, payable quarterly commenced in the fourth quarter of 2017.

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

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

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Guarantees

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

AUGUSTA MATTER

In February 2017, Huntsman filed suit against the legacy owner and certain former executives of Rockwood, primarily related to the failure of new technology that Huntsman acquired in the Rockwood acquisition that was to be implemented at the new Augusta, Georgia, facility and subsequently at other facilities. Huntsman is seeking various forms of legal remedy, including compensatory damages, punitive damages, expectation damages, consequential damages and restitution. Venator is not party to the suit.

RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING AND TRANSITION COSTS

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

LEGAL PROCEEDINGS

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

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

As noted in the 2017 Form 10-K, specifically within “Part I. Item 1. Business—Environmental, Health and Safety Matters” and “Part I. Item 1A. Risk Factors,” we are subject to extensive environmental regulations, which may impose significant additional costs on our operations in the future. While we do not expect any of these enactments or proposals to have a material adverse effect on us in the near term, we cannot predict the longer‑term effect of any of these regulations or proposals on our future financial condition. For a discussion of EHS matters, see “Note 12. Environmental, Health and Safety Matters” of the notes to unaudited condensed consolidated and combined financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

See the Company’s critical accounting policies in “Part 2. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in the 2017 Form 10-K.

Revenue Recognition

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Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping at which point the control of the goods transfers to the customer, there is a present right to payment and legal title, and the risks and rewards of ownership have transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

The carrying value of our floating rate debt is approximately $366 million at March 31, 2018. A hypothetical 1% increase in interest rates on our floating rate debt as of March 31, 2018 would increase our interest expense by approximately $4 million on an annualized basis.

Foreign Exchange Rate Risk

We are exposed to market risks associated with foreign exchange risk. Our cash flows and earnings are subject to fluctuations due to exchange rate variation. Our revenues and expenses are denominated in various foreign currencies. We enter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures may be managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities of three months or less). We do not hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. At March 31, 2018 and December 31, 2017 we had approximately $101 million and $109 million, respectively, notional amount (in U.S. dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month.

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

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

Commodity Price Risk

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

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price contracts to transfer or share commodity price risk. We did not have any commodity derivative instruments in place as of March 31, 2018 and December 31, 2017.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the three months ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). However, we can only give reasonable assurance that our internal controls over financial reporting will prevent or detect material misstatements on a timely basis. Ineffective internal controls over financial reporting could cause investors to lose confidence in our reported financial information and could result in a lower trading price for our securities.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the three months ended March 31, 2018, there have been no material developments with respect to material legal proceedings referenced in“Part I. Item 3. Legal Proceedings” of our 2017 Form 10-K.

ITEM 1A. RISK FACTORS

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

Risks Related to Our Business

Disruptions in production at our manufacturing facilities, including our Pori facility, may have a material adverse

impact on our business, results of operations and/or financial condition.

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

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

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

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

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

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

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

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

The following table provides information with respect to shares of equity-based awards granted under our share incentive plans that we withheld upon vesting to satisfy our tax withholding obligations during the three months ended March 31, 2018.

	Total number of shares purchased(1)	Average price paid per share(1)		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
January	—	$	—	—	$	—
February	73,426	21.37		—	—
March	—	—		—	—
Total	73,426	$	21.37	—	$	—

⁽¹⁾  Represents shares purchased from employees to satisfy the tax withholding obligations in connection with the vesting of restricted stock units.

ITEM 6. EXHIBITS

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Each exhibit identified below is filed as a part of this report. Exhibits designated with an "*" are filed as an exhibit to this Quarterly Report on Form 10-Q and Exhibits designated with an "+" indicates a management contract or compensatory plan.

		Incorporated by Reference
Exhibit Number	Description	Schedule Form	Exhibit	Filing Date
10.1	Form of Restricted Stock Unit Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan	10-Q	10.21	February 23, 2017
10.2	Form of non-qualified Stock Option Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan	10-Q	10.22	February 23, 2017
10.3*	Venator Outside Directors Elective Deferral Plan
10.4*	Venator Executive Elective Deferral Plan
31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VENATOR MATERIALS PLC (Registrant)
Date:  May 1, 2018	By:	/s/ Kurt Ogden
	Kurt Ogden
	Senior Vice President and Chief Financial Officer
Date:  May 1, 2018	By:	/s/ Stephen Ibbotson
	Stephen Ibbotson
	Vice President and Controller

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EX-10.3

VENATOR OUTSIDE DIRECTORSELECTIVE DEFERRAL PLAN

This Elective Deferral Plan of Venator Materials PLC is effective as of November 14, 2017 except as otherwise provided in this Plan.

ARTICLE I

NAME

1.1Name. The Plan shall be known as the “Venator Outside Directors Elective Deferral Plan” and is hereinafter sometimes referred to as the “Plan.”

ARTICLE IIPURPOSE

2.1Purpose. This Plan has been created for the primary purpose of providing outside directors of the Employer with the ability to defer the receipt of director fees.

ARTICLE IIIDEFINITIONS

When used herein, the following words shall have the meanings indicated, unless the context clearly indicates otherwise:

3.1Account. The word “Account” shall mean the Deferral Account described in Section 5.1.

3.2Beneficiary. The word “Beneficiary” shall mean the person or persons entitled to receive benefits upon the death of a Director under this Plan.

3.3Code. The word “Code” shall mean the Internal Revenue Code of 1986, as amended.

3.4Code Section 409A. The words “Code Section 409A”means Code Section 409A, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

3.5Commencement Date. The words “Commencement Date” shall mean the Termination Date of the Director, provided, however, if the Director is a Specified Employee as of the Termination Date, then the Commencement Date shall be the date that is six months after the Termination Date.

(a)“Specified Employee” means a Director who as of the Termination Date of the Director is considered a Key Employee of the Employer or a Related Employer, any stock of which is publicly traded (whether on an established market or otherwise) as of the Termination Date.

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(b)A Director is considered a “Key Employee” for the entire 12 month period beginning on an April 1 (this April 1 is referred to herein as the applicable effective date) if the Director meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applying the applicable regulations thereunder but disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on the December 31 immediately preceding the applicable effective date. For example, if the Director met the applicable requirements of Code Section 416(i) listed above at any time during the 2017 calendar year, then for the 12 month period beginning April 1, 2018 the Director will be considered a Key Employee.

(c)“Related Employer” means with respect to the Employer (i) a corporation which is a member of a controlled group of corporations (within the meaning of Code Section 1563(a) determined without regard to Section 1563(a)(4) and (e)(3)(C) thereof) with the Employer, and (i) any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c) and regulations thereunder) with the Employer.

3.6Deferral Account. The words “Deferral Account” shall mean the account maintained on the books of the Employer as described in Section 5.1.

3.7Director. The word “Director” shall mean an Eligible Person who has become a participant in the Plan.

3.8Directors Fees. The words “Directors Fees” with respect to a Director shall mean the total amount payable in cash to the Director for services as a member or committee member of the Board of Directors of the Employer.

3.9Effective Date. The “Effective Date” of this Plan shall be November 14, 2017.

3.10Eligible Person. The words “Eligible Person” shall mean any member of the Board of Directors of the Employer receiving Directors Fees who is not an employee of the Employer or any of its affiliates.

3.11Employer. The word “Employer” shall mean Venator Materials PLC or any successor thereof, if its successor shall adopt this Plan.

3.12Plan. The word “Plan” shall mean the Elective Deferral Plan set forth in and by this document, as the same may be amended from time to time.

3.13Plan Administrator. The words “Plan Administrator” shall mean the person or committee designated by the Employer to administer this Plan. In the absence of an effective designation, it shall mean the Employer.

3.14Plan Year. The words “Plan Year” shall mean the calendar year.

3.15Termination Date. The words “Termination Date” mean the date as of which the Plan Administrator reasonably determines that no further personal services to the Employer or any Affiliate, whether as a director, an employee or otherwise, will be provided by the Director, determined in accordance with Code Section 409A. For purposes of this determination, the Director

2

shall be treated as continuing to provide personal services for purposes of this Plan during the period up to six months that the Director is on military leave, sick leave or other bona fide leave of absence, or treated as continuing to provide personal service during the entire period of such leave if the Director retains the right to reemployment under applicable law or by contract at the end of such leave.

(a)“Affiliate” means (i) a corporation which is a member of a controlled group of corporations (within the meaning of Code Section 1563(a) determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof) which includes the Employer, provided that the phrase “more than 50 percent” shall be substituted for the phrase “at least 80 percent” in Code Section I563(a)(1), and (i) any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c) as modified by Section 415(h) thereof and regulations thereunder) with the Employer.

3.16Unforeseeable Emergency. The words “Unforeseeable Emergency” of a Director shall mean a severe financial hardship to the Director resulting from an illness or accident of the Director, the spouse of the Director, the beneficiary of the Director or a dependent of the Director (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Director’s property due to casualty, the imminent foreclosure of or eviction from Director’s primary residence, the need to pay medical expenses or prescription drug medications, the need to pay for funeral expenses of a spouse, beneficiary or dependent, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director that is determined by the Plan Administrator to be an “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).

ARTICLE IVELIGIBILITY

4.1Participation. Each Eligible Person shall be eligible to participate in this Plan as of the first day of the month coincident with or immediately following the date he or she becomes an Eligible Person. A Director shall cease to be eligible to make further elective deferrals under this Plan at such time as the Director ceases to be an Eligible Person.

4.2Elections.A Director may make an election once each Plan Year to defer receipt of all or a portion of the Directors Fees payable to the Director with respect to the Plan Year and such election may not be modified during the Plan Year. The election for a Plan Year must be made prior to the beginning of the Plan Year. Notwithstanding the foregoing, an individual who first becomes an Eligible Person during a Plan Year may make an election within 30 days of the date the Eligible Person became a member of the Board of Directors, which election shall apply with respect to Directors Fees payable with respect to such Plan Year under rules established by the Plan Administrator. An election shall be in writing and shall conform to the applicable rules and procedures established by the Plan Administrator

Notwithstanding the foregoing restrictions on the modification of elections, the deferral elections of a Director who elects under Section 6.5 to receive a distribution upon an Unforeseeable Emergency shall be cancelled as of the date of the election under Section 6.5. The cancellation

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shall be applicable to fees payable for the balance of the year following the cancellation. Following a cancellation, no further elections of deferral may be made with respect to Director Fees payable during that year.

ARTICLE VACCOUNTS

5.1Establishment and Determination of Elective Account. The Employer shall establish an Elective Deferral Account on its books for each Director. The Deferral Account balance of a Director shall be credited with each of the following:

(a)Elective Deferral Contribution. The Employer shall credit to the Deferral Account of the Director the amount specified by the election of the Director under Section 4.2 at the time the Directors Fees would otherwise have been paid to the Director. The Director Fees actually paid to the Director for the period by the Employer shall be reduced by the amount credited to the Deferral Account under this Section 5.1(a).

(b)Earnings. As of the end of each month, and as of the date the benefit is payable under Article VI, the Employer shall adjust the Deferral Account of a Director under rules established by the Plan Administrator to reflect the increase or decrease that would have been incurred by the account since the last day of the preceding month if the account had been invested for the applicable period in the investments selected in advance by the Director from those made available by the Plan Administrator, or to the extent no selection has properly been made, by adjusting the account to reflect the increase or decrease that would have been incurred by the account for the applicable period if the account had been invested for the applicable period in the fixed income fund selected in its sole discretion by the Plan Administrator. The Plan Administrator shall prescribe such rules as it deems necessary or appropriate regarding the adjustments to the Deferral Accounts to reflect the timing of investment elections made by the Director and the timing of amounts being credited or debited to the Deferral Accounts.

The Deferral Account balance of a Director shall be debited with the amount paid to or on behalf of the Director under this Plan.

5.2Statement of Accounts. The Plan Administrator shall provide to each Director within 120 days after the close of each Plan Year, a statement in such form as the Plan Administrator selects setting forth the balance, if any, in the Deferral Account of the Director as of the last day of the Plan Year just ended.

5.3Accounting Device Only. The Deferral Account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Director under this Plan. The Deferral Account shall not constitute or be treated as a trust fund of any kind.

ARTICLE VIPAYMENT OF ACCOUNTS

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6.1Benefit Payment. A Director shall be entitled to a payment equal to the amount credited to his or her Deferral Account as of the Commencement Date. The payment shall commence to be paid within 60 days of the Commencement Date on a date selected by the Plan Administrator in its sole discretion.

6.2Form of Payment. Subject to Section 6.3, the amount due the Director shall be paid in one of the following forms as selected by the Director in writing in his or her initial election form:

(a)a single cash lump sum payment; or

(b)installments over a period of three years; or

(c)installments over a period of five years; or

(d)installments over a period of ten years.

Notwithstanding the foregoing, in the event the amount credited to the Deferral Account at the Commencement Date does not exceed the limit of Code Section 402(g)(1)(B), determined as of the Commencement Date, such benefits shall be paid in the form of a single lump sum payment to the Director without regard to the form of payment elected by the Director.

In the event payment is made in installments, the Deferral Account used to measure the amount due the Director shall continue to be adjusted for earnings under rules prescribed by the Plan Administrator as provided in Section 5.1(b). In the event no form of payment is elected, the amount due the Director shall be paid in a form of a single lump sum payment.

6.3Change in Form of Payment. A Director may change his or her election of the form of payment for a Commencement Date to another form available under Section 6.2 only as allowed pursuant to Code Section 409A(a)(4)(C) and the regulations promulgated thereunder, by submitting a written election form to the Plan Administrator; provided

(a)such election shall not be effective for a Commencement Date that occurs within 12 months from the date the election form was received by the Plan Administrator; and

(b)if the Commencement Date is on account of a separation from service, notwithstanding other provisions of this Plan, the payment or payments to which the Director is entitled shall not commence to be paid to the Director until 5 years from the date that the payment or payments would otherwise have commenced if the election to change the form of payment had not been made.

6.4Payment to Beneficiary. In the event a Director dies before receiving his or her full benefit under this Plan, the Employer shall pay any remaining amount due on behalf of the Director hereunder to the Beneficiary of the Director. Such payment shall be in the form of a single cash payment. The payment shall be paid within 60 days following the date of death on a date selected by the Plan Administrator in its sole discretion. A Director may designate a Beneficiary on the form prescribed by and delivered to the Plan Administrator. If no Beneficiary is properly

5

designated under this Plan, then the Beneficiary shall be the spouse of the Director, if living. If there is no Beneficiary after application of the foregoing provisions of this Section, then the payment shall be made to the estate of the Director. If under these rules the benefits are payable to the estate of the Director, and either the Plan Administrator cannot locate a qualified representative of the deceased Director’s estate, or if administration of the estate is not otherwise required, the Plan Administrator in its discretion may make the distribution to the deceased Director’s heirs at law, determined in accordance with the law of the State of the Director’s domicile in effect as of the date of the Director’s death.

6.5Distribution in Event of Unforeseeable Emergency. Prior to the Commencement Date, a Director may request a distribution of all or a portion of the amount credited to his or her Deferral Account in the event of an Unforeseeable Emergency. The Plan Administrator shall determine, in a non-discriminatory manner, whether a Director has an Unforeseeable Emergency. The amount of the distribution shall be limited to the amounts reasonably necessary to satisfy the emergency need as determined by the Plan Administrator applying the provisions of the applicable regulations under Code Section 409A (including taking into account the tax costs of the distribution and the amounts available from other sources of the Director).

6.6Discretionary Distribution for Taxes. The Plan is intended to comply with the provisions of Code Section 409A. In the event the Plan fails to meet the requirements of Code Section 409A, the Plan Administrator may, in the Plan Administrator’s sole discretion, distribute to the affected Director(s) the amount(s) such Director(s) are required to include in income as a result of such failure of the Plan to comply with Code Section 409A. In the event of such a distribution, the affected Director(s)’s benefits hereunder shall be adjusted to reflect the value of the amount so distributed. At the discretion of the Plan Administrator, the amount necessary to pay the: (a) Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) (the “FICA Amount”), and/or (a) Railroad Retirement Act tax imposed under Code Sections 3201, 3211, 3231(e)(1) and 3231(e)(8) (the “RRTA Amount”) on compensation deferred under the Plan, may be distributed to the affected Director and the benefits of such Director hereunder shall be adjusted to reflect the value of the amount so distributed. Additionally, in its discretion, the Plan Administrator may provide for the distribution to the affected Director of the amount necessary to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the distribution of the FICA Amount or RRTA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. In no event however, shall the total amount distributed pursuant to this paragraph to a particular Director with respect to the Director’s deferrals under the Plan exceed the aggregate of the FICA Amount and the RRTA Amount with respect to such deferrals, and the income tax withholding related to such FICA Amount or RRTA Amount. The benefits of such Director hereunder shall be adjusted to reflect the value of the amount so distributed.

ARTICLE VIIADMINISTRATION OF THE PLAN

6

7.1Plan Administration. The Plan Administrator shall have the authority to interpret the Plan and issue such administrative procedures as it deems appropriate. The Plan Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing the payments hereunder. The Plan Administrator's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned.

7.2Amendment and Termination. The Employer may amend or terminate the Plan at any time, provided, however, that (a) no such amendment or termination shall adversely affect the benefit to which a Director is entitled under Article VI prior to the date of such amendment or termination unless the change is necessary to keep the Plan in compliance with the applicable provisions of the law, including Code Section 409A, and (a) no such amendment or termination shall cancel or revoke an election made by the Director under Section 4.2 for the year in which the amendment or termination occurs prior to the end of that year unless to do so is determined by the Employer in good faith not to cause the Plan to fail to comply with Code Section 409A. In the event of a termination of the Plan, benefits shall be retained under the terms of the Plan until the Director reaches his or her Commencement Date under the Plan; provided, however, the Employer may elect to make distribution earlier to the Director if the Employer determines in good faith that such distribution does not cause the Plan to fail to comply with Code Section 409A. The liabilities of this Plan relating to a Director may in the discretion of the Employer be transferred to another plan or program of the Employer, provided that the Employer determines in good faith that the transfer and the provisions of the plan or program receiving the transfer applicable to the transfer do not result in any change to the benefits being transferred that would cause those benefits to be subject to income taxation under the Code prior to distribution to the Director.

Except as otherwise expressly provided in other sections of this Plan, the payment of any benefits under the Plan may not be accelerated, including upon the amendment or termination of the Plan, except in a manner that the Employer determines in good faith does not cause the Plan to fail to comply with Code Section 409A.

7.3Payments. The Employer will pay all benefits arising under this Plan. There shall be deducted from each payment any federal, state or local withholding or taxes or charges which may be required under applicable law as determined by the Employer.

7.4Non-assignability of Benefits. The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the earnings under the Plan of the person affected may be terminated by the Plan Administrator which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate.

7.5Status of Plan. Nothing contained herein shall be construed as providing for assets to be held in trust or escrow or any other form of asset segregation for the Director or for any other person or persons to whom benefits are to be paid pursuant to the terms of this Plan, the Director's only right hereunder being the right to receive the benefits set forth herein. To the extent any person

7

acquires a right to receive benefits under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.

7.6Reports and Records. The Plan Administrator and those to whom the Plan Administrator has delegated duties under the Plan shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law.

7.7Finances. The costs of the Plan shall be borne by the Employer. The rights of the Director (or of his or her Beneficiary) to benefits under the Plan shall be solely those of an unsecured general creditor of the Employer. Any assets acquired by or held by the Employer shall not be deemed to be held as security for the performance of the obligations of the Employer under this Plan.

7.8Nonguarantee of Position. Nothing contained in this Plan shall be construed as a right of any Director to be continued in his or her position as a member of the Board of Directors.

7.9Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of Utah.

7.10Headings. The headings of Sections and Articles in this Plan are for convenience purposes only and shall in no way control or be used in the interpretation of the content of the Sections or Articles or this Plan as a whole.

7.11Number and Gender. Where the context requires, the singular shall include the plural and the plural shall include the singular, and any gender shall include both other genders.

Dated this 14^th day of November 2017.

VENATOR MATERIALS PLC

By: /s/ Russ R. Stolle

Name: Russ R. Stolle

Title: Senior Vice President, General Counsel and

Chief Compliance Officer

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EX-10.4

VENATOR EXECUTIVE

ELECTIVE DEFERRAL PLAN

This Elective Deferral Plan of Venator Materials PLC is effective as of January 1, 2018 except as otherwise provided in this Plan.

ARTICLE I NAME

1.1    Name. The Plan shall be known as the "Venator Executive Elective Deferral Plan" and is hereinafter sometimes referred to as the "Plan".

ARTICLE II PURPOSE

2.1    Purpose. This Plan has been created for the primary purpose of providing certain key employees with the flexibility to defer the receipt of income, including amounts that cannot be deferred under the provisions of the Venator 401(k) Plan because of legal limitations applicable to that plan. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and shall be administered as such.

ARTICLE III DEFINITIONS

When used herein, the following words shall have the meanings indicated, unless the context clearly indicates otherwise:

3.1Accounts. The words "Accounts" shall mean the Deferral Account described in Section 4.2, the Supplemental Matching Account described in Section 4.3, and the Supplemental Company Contributions Account described in Section 4.4.

3.2Affiliate. The word "Affiliate" means (i) a corporation which is a member of a controlled group of corporations (within the meaning of Section 1563(a) of the Code determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof) which includes an Employer, and (ii) any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code as modified by Section 415(h) of the Code and regulations thereunder) with an Employer.

3.3Beneficiary. The word "Beneficiary" shall mean the person or persons entitled to receive benefits upon the death of a Member under this Plan.

3.4 Change of Control.

(a)The words "Change of Control" shall mean the occurrence of one or more of the following events, subject to the remaining provisions of this Section 3.4:

(1)    any person or more than one person acting as a group (other than those persons described in (d) below) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) ownership of stock of Venator Materials PLC possessing 35 percent or more of the total voting power of the stock of such corporation; or

1

(2)    the date a majority of members of the board of directors of Venator Materials PLC is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors of Venator Materials PLC before the date of the appointment or election.

(b)With respect to an event described in subsection (a) above, such event shall be a Change of Control with respect to a Member only if Venator Materials PLC is one of the following:

(1)    The corporation for whom the Member is performing services at the time the event described in subsection (a) occurs; or

(2)    The corporation that is the majority shareholder of the corporation for whom the Member is performing services at the time of the event described in subsection

(a) occurs; or

(3)    A corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in the corporation for whom the Member is performing services at the time the event described in subsection

(a) occurs.

(c)For purposes to determining ownership of stock in a corporation under this Section 3.4, the attribution rules described in Treasury Regulation §1.409A-3(i)(5)(iii) shall apply. For purposes of this Section 3.4, majority shareholder is a shareholder owning stock having more than 50 percent of the total fair market value and of the total voting power of the stock of such corporation. As used in this Section 3.4, the term "corporation" means an entity that is a corporation for federal tax purposes under Code Section 7701 and the regulations thereunder.

(d)The acquisition of additional control of Venator Materials PLC by any person or more than one person acting as a group who already own 35 percent or more of the total voting power of the stock of such corporation shall not be considered a Change of Control event under subsection (a)(1) above. Furthermore, acquisitions of stock ownership in Venator Materials PLC from Huntsman Corporation by any person or more than one person acting as a group shall not constitute a Change of Control under subsection (a)(l) above.

(e)The determination of whether persons are acting as a group for purposes of this Section 3.4 shall be made by applying the provisions of Treasury Regulation §l.409A- 3(i)(5)(vi)(D). It is the intent of this Section 3.4 that an event described herein will be a Change of Control with respect to a Member only if it is "change in the ownership or effective control of the corporation" within the meaning of Code Section 409A(a)(2)(A)(v) with respect to the Member.

3.5 Code. The word "Code" shall mean the Internal Revenue Code of 1986, as amended.

3.6Commencement Date. The words "Commencement Date" shall mean the Termination Date of the Member, provided, however, if the Member is a Specified Employee as of the Termination Date, then the Commencement Date shall be the date that is six months after the Termination Date.

(a)"Specified Employee" means a Member who as of the Termination Date of the Member is considered a Key Employee of the Employer or a Related Employer, any stock of which is publicly traded (whether on an established securities market or otherwise) as of the Termination Date.

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(b)A Member is considered a "Key Employee" for the entire 12 month period beginning on an April 1 (this April 1 is referred to herein as the applicable effective date) if the Member meets the requirements of Code Section 416(i)(l )(A)(i), (ii), or (iii) (applying the applicable regulations thereunder but disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on the December 31 immediately preceding the applicable effective date. For example, if the Member met the applicable requirements of Code Section 416(i) listed above at any time during the 2018 calendar year, then for the 12 month period beginning April 1, 2019 the Member will be considered a Key Employee.

3.7 Compensation. The word "Compensation" has the following meaning:

(a)    "Compensation" shall mean the total of all amounts paid by the Employer by reason of services performed by the Member, including any amount of annual general bonus pay and discretionary target bonus pay.

(b)    Notwithstanding the foregoing, the Member's Compensation shall be determined without taking into account any of the following:

(1)    Contributions or payments by the Employer for or on account of the Member under any employee benefit plan, including but not limited to any qualified pension plan and any health or welfare plan;

(2)    Compensation received within the United States that is not subject to employer income tax withholding under Code Section 3402 (or any successor thereof) or Compensation received outside the United States which would not be subject to such withholding if received within the United States;

(3) Income caused by the exercise of stock options;

(4)    Income attributable to benefits received under any long term disability plan maintained by the Company; and

(5)    Automobile, housing, hardship, travel, meal or entertainment allowance; relocation expenses, including relocation allowance, living expenses; lump sum payments upon termination of employment; travel bonus; miscellaneous, memo or other lump sum earnings; foreign service premium; severance payments; tax assistance program payments; payments for medical or dental insurance waivers, insurance additive; and other taxable fringe benefits including physical exams and Christmas gifts or awards.

(c)    Notwithstanding the foregoing, a Member's Compensation shall include contributions made on behalf of the Member under a salary reduction agreement to any plan of the Employer qualifying under Code Sections 125, 401(k), or 408(k), and any amounts earned but deferred at the election of the Member pursuant to the terms of this Plan or any other nonqualified deferred compensation plan of the Employer.

3.8Deferral Account. The words "Deferral Account" shall mean the account maintained on the books of the Employer as described in Section 4.2.

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3.9Employer. The word "Employer" shall mean Venator Materials PLC (Venator) or any successor thereof, if its successor shall adopt this Plan. In addition, unless the context indicates otherwise, as used in this Plan the term "Employer" shall also mean and include all participating employers.

Any Affiliate of Venator that has been granted permission by the board of directors of Venator to participate in this plan will thereby become a participating employer in this Plan. This permission shall be granted under such conditions and upon such conditions as the board of directors of Venator deems appropriate. As of the Effective Date, Huntsman P&A Americas LLC is a participating employer in the Plan. By a separate schedule, an adopting employer may set forth the manner in which this Plan will apply to its participating employees. The obligations of an Employer hereunder shall be limited to the employees of that Employer participating in this Plan.

3.11Member. The word "Member" shall mean an executive employee of an Employer who is specifically designated as a Member by the President (or the employee of the Employer who has the responsibilities of the chief executive officer of that Employer if there is no employee with the title of president) of that Employer. The designation shall specify the date as of which the executive employee becomes a Member of the Plan. The Members as of the effective date of the Plan are set forth on the Schedule attached to this Plan. Notwithstanding the foregoing provisions of this section, the President of the Employer (or the employee of the Employer who has the responsibilities of the chief executive officer of that Employer if there is no employee with the title of president) shall have full discretion to adjust the status of any individual that is an employee of that Employer for purposes of this Plan (whether to include an employee or to remove an employee or to set or adjust the terms of participation) In the event an individual ceases to be a Member of the Plan or otherwise experiences a change in status, any right to make deferrals into this Plan shall thereupon cease. Any rights earned under this Plan prior to the change in status shall be paid to the individual at such time as it would otherwise have been, but for the change in status, under the terms of this Plan.

3.12Plan. The word "Plan" shall mean the Elective Deferral Plan set forth in and by this document, as the same may be amended from time to time.

3.13Plan Administrator. The words "Plan Administrator" shall mean the person or entity designated by the President of Venator to administer this Plan. In the absence of an effective designation, it shall mean the Global Compensation & Benefits Director of Venator (or the employee with the responsibilities of the benefits director of Venator if there is no employee with that title).

3.14 Plan Year. The words "Plan Year" shall mean the calendar year.

3.15Related Employer. The word "Related Employer" means (i) a corporation which is a member of a controlled group of corporations (within the meaning of Code Section 1563(a) determined without regard to Sections l 563(a)(4) and (e)(3)(C) thereof), and (ii) any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c) and regulations thereunder) with an Employer.

3.16401(k) Plan. The words "401(k) Plan" shall mean the Venator 401(k) Plan and any successor to that Plan.

3.17401(k) Plan Member. The words "401(k) Plan Member" shall mean any Member of this Plan who is participating in the 401(k) Plan.

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3.18Supplemental Company Contributions Account. The words "Supplemental Company Contributions Account" shall mean the account maintained on the books of the Employer as described in Section 4.4.

3.19Supplemental Matching Account. The words "Supplemental Matching Account" shall mean the account maintained on the books of the Employer as described in Section 4.3.

3.20Termination Date. The words "Termination Date" mean the date as of which the Plan Administrator reasonably determines that no further personal services to the Employer or any Affiliate, whether as an employee or otherwise, will be provided by the Member (or reasonably determines that the anticipated level of bona fide services by the Member to be performed after such date is no more than 20 percent of the average level of services provided during the immediately preceding 36-month period (or the full period during which services were rendered if less than 36 months)). For purposes of this determination, the Member shall be treated as continuing to provide personal services for purposes of this Plan during the period up to six months that the Member is on military leave, sick leave or other bona fide leave of absence, or treated as continuing to provide personal service during the entire period of such leave if the Member retains the right to reemployment under applicable law or by contract at the end of such leave.

3.21Unforeseeable Emergency. The words "Unforeseeable Emergency" of a Member shall mean a severe financial hardship to the Member resulting from an illness or accident of the Member, the spouse of the Member, the beneficiary of the Member or a dependent of the Member (as defined in Code Section 152, without regard to Code Sections 152(b)(l), (b)(2) and (d)(l)(B)), loss of the Member's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Member that is determined by the Plan Administrator to be an "unforeseeable emergency" within the meaning of Code Section 409A(a)(2)(B)(ii).

ARTICLE IV ACCOUNTS

4.1Deferral Election.

(a)To the extent permitted by (b) below, each Member may elect to defer the receipt of a portion of his or her Compensation. Subject to (c) below, the election must be made prior to the beginning of the year during which the services are performed to which the Compensation relates and it cannot be modified on or after the beginning of such year. Notwithstanding the forgoing, a Member who first becomes a Member during a year may make an election within 30 days of the date he or she first becomes a Member which election shall apply to Compensation relating to services performed after the election is made. For purposes of determining when a Member first becomes a Member of the Plan, any other plan of the Employer that must be aggregated with this Plan for purposes of applying the requirements of Code Section 409A shall be treated as part of this Plan. An election shall be in writing and shall conform to the applicable rules and procedures established by the Plan Administrator.

(b)A Member may not elect to defer more than 75 percent of the Compensation of the Member which relates to the year to which the election relates (applying this limit separately to bonus payments in the discretion of the Plan Administrator).

(c)The Plan Administrator may provide for separate elections with respect to regular salary and bonus payments. To the extent an election relates to bonus payments which are determined by the Plan Administrator to qualify for the special election rules applicable to performance-based

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compensation under Code Section 409A, the election will be timely for purposes of (a) above if it is made no later than six months before the end of the performance period for the bonus as determined under Code Section 409A; provided, however, that in no event may the election be made after the bonus has become readily asce1iainable (as defined in Treasury Regulation§1.409A-2(a)(8)). Such election cannot be modified on or after the date that is the earlier of six months before the end of the performance period or the date that the bonus has become readily asce1iainable.

(d)Notwithstanding the restrictions on the modification of elections of (a) and (c) above, the deferral elections of a Member who elects under Section 5.5 to receive a distribution upon an Unforeseeable Emergency shall be cancelled as of the date of the election under Section 5.5. The cancellation shall be applicable to all payroll periods of the year ending after the cancellation. Following a cancellation, no further elections of deferral may be made with respect to Compensation for services rendered during that year.

4.2Establishment and Determination of Deferral Account. The Employer shall establish a Deferral Account on its books for each Member that is an employee of that Employer. The Deferral Account of a Member shall be credited with each of the following:

(a)Under rules established by the Plan Administrator, the Employer shall credit to the Deferral Account of the Member the amount specified in a proper election of the Member under Section 4.1 at the time the Compensation would otherwise have been paid to the Member. The Compensation actually paid to the Member for the period by the Employer shall be reduced by the amount credited to the Deferral Account under this Section 4.2(a).

(b)As of the end of each month, and as of the date the benefit is payable under A1iicle V, the Employer shall adjust the Deferral Account of a Member under rules established by the Plan Administrator to reflect the increase or decrease that would have been incurred by the account since the last day of the preceding month if the account had been invested for the applicable period in the investments selected in advance by the Member from those made available by the Plan Administrator, or to the extent no selection has properly been made, by adjusting the account to reflect the increase or decrease that would have been incurred by the account for the applicable period if the account had been invested for the applicable period in the fund selected in its sole discretion by the Plan Administrator.

(c)The Plan Administrator shall prescribe such rules as it deems necessary or appropriate regarding the adjustments to be made to the Deferral Accounts to reflect the timing of investment elections made by the Member and the timing of amounts being credited or debited to the Deferral Accounts.

The Deferral Account balance of a Member shall be debited with the amount paid to or on behalf of the Member under this Plan related to that account.

4.3Establishment and Determination of Supplemental Matching Account. The Employer shall establish a Supplemental Matching Account on its books for each 40l(k) Plan Member that is an employee of that Employer. The Supplemental Matching Account of a 40l(k) Plan Member shall be credited with each of the following:

(a)As of the end of each Plan Year, the positive difference, if any, between (1) and (2) below:

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(1)    The matching contribution allocations that would have been credited to the account of the 401(k) Plan Member for the Plan Year if those allocations had been made under the 40l(k) Plan (i) by taking into account the defe1rnls made by the Member under the 401(k) Plan and Section 4.1 of this Plan, (ii) by taking into account the Compensation of the Member for the Plan Year, and (iii) without taking into account the limitations of Code Sections 415, 401(k), 401(m) and 401(a)(l7).

(2)    The matching contribution allocations that have been credited to the account of said 401(k) Plan Member under the 401(k) Plan for the Plan Year in accordance with the terms of the 401(k) Plan.

(b)As of the end of each year, and as of the date the benefit is payable under Article V, the Employer shall adjust the Supplemental Matching Account of a 401(k) Plan Member under rules established by the Plan Administrator to reflect the increase or decrease that would have been incurred by the account since the last day of the preceding year if the account had been invested for the applicable period in the investments selected in advance by the Member from those made available by the Plan Administrator, or to the extent no selection has properly been made, by adjusting the account to reflect the increase or decrease that would have been incurred by the account for the applicable period if the account had been invested for the applicable period in the fund selected in its sole discretion by the Plan Administrator.

(c)The Plan Administrator shall prescribe such rules as it deems necessary or appropriate regarding the adjustments to be made to the Supplemental Matching Accounts to reflect the timing of investment elections made by the Member and the timing of amounts being credited or debited to the Supplemental Matching Accounts.

The Supplemental Matching Account balance of a Member shall be debited with the amount paid to or on behalf of the Member under this Plan related to that account.

4.4Establishment and Determination of Supplemental Company Contributions Account. The Employer shall establish a Supplemental Company Contributions Account on its books for each Member that is an employee of that Employer. The Supplemental Company Contributions Account of a Member shall be credited with each of the following:

(a)As of the end of each Plan Year, the positive difference, if any, between (1) and

(2)below for each Plan Year (or a fraction thereof for the Plan Year during which the Member enters the Plan or the Plan Year during which the account becomes payable under Article V):

(1)    The contributions that would have been credited to the account of the Member in the 401(k) Plan for the Plan Year with respect to fixed percentage employer contributions that would have been made under the 401(k) Plan (i) by taking into account the Compensation of the Member earned during the Plan Year, and (ii) without taking into account the limitations of Code Sections 415 and 401(a)(l 7).

(2)    The fixed percentage employer contributions allocated to the account of said Member under the 401(k) Plan for the Plan Year in accordance with the terms of the 401(k) Plan.

The account for a Plan Year under this Section 4.4(a) shall be credited on the latest day of the Plan Year (or if earlier as of the date the account becomes payable under Article V during the Plan Year).

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(b)The account shall be adjusted at the end of each year (and as of the date the account becomes payable under Article V if that date is not the end of a year) under rules established by the Plan Administrator to reflect the increase or decrease that would have been incurred by the account if the account had been invested for the applicable period in the investments selected in advance by the Member from those made available by the Plan Administrator, or to the extent no selection has properly been made, by adjusting the account to reflect the increase or decrease that would have been incurred by the account for the applicable period if the account had been invested for the applicable period in a fund selected in its sole discretion by the Plan Administrator. The Plan Administrator shall prescribe such rules as it deems necessary or appropriate regarding the adjustments to be made to the account to reflect the timing of investment elections made by the Member and the timing of amounts being credited or debited to the account.

(c)The Supplemental Company Contributions Account balance of a Member shall be debited with the amount paid to or on behalf of the Member under this Plan related to that account.

4.5 Special Expatriate Credits.

(a)Notwithstanding Section 4.1, a Member who is an Expatriate temporarily assigned to a country in which an election to defer salary into the Plan is not allowed by domestic labor law shall not be able to elect any deferrals under Section 4.1 relating to Compensation for services in such country during such assignment.

(b)To the extent a Member who is an Expatriate is unable to make elective deferrals under this Plan during the temporary assignment, whether because of legal prohibitions or because of the tax costs under the laws of the applicable jurisdiction, the following shall apply:

(1)    The Employer in its discretion may credit from time to time to the Deferral Account of the Member an amount as determined by the Employer which credit shall be treated for purposes of the Plan as if it were made under a deferral election under Section 4.1 (including the crediting of amounts under Section 4.3 to the Supplemental Matching Account of the Member, the crediting of amounts under Section 4.4 to the Supplemental Company Contributions Account of the Member with respect to such credits, together with the crediting of appropriate investment adjustments applying the investment adjustments provisions of Sections 4.2, 4.3 and 4.4).

(2)    Upon the return of the Member to service in the United States, the Member may make a special election from time to time under rules established by the Plan Administrator to make elective deferrals to this Plan from Compensation relating to services provided following the foreign assignment that the Member would have deferred under this Plan during such assignment if the Member had been employed in the United States. Such election shall be subject to the requirements of Section 4.1, including the requirements that the election be made during the year prior to the year during which the services are provided to which the Compensation relates. In determining the extent to which the Member may make elections to defer Compensation under this subparagraph, there shall be taken into account any credits to the accounts of the Member made under subparagraph (1) above and the rate of deferrals by the Member under the Plan prior to the temporary foreign service. At the time deferrals based upon a proper election under this subparagraph are credited to the Deferral Account of the Member, the Compensation actually paid to the Member for the period by the Employer shall be reduced. Under rules established by the Plan Administrator, appropriate credits shall be made to the Supplemental Matching Account under Section 4.3

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and the Supplemental Company Contributions Account under Section 4.4, together with appropriate investment adjustments shall be credited to the accounts applying the provisions of Sections 4.2, 4.3 and 4.4 so that the Member making a deferral hereunder is in substantially the same position under the Plan as if the Member had deferred such amounts during the temporary foreign service.

(d)    "Expatriate" means any Member who is or has been assigned to work temporarily outside of the United States for the Employer or an Affiliate.

4.6Statement of Accounts. The Plan Administrator shall provide to each Member within ninety (90) days after the close of each Plan Year, a statement in such form as the Plan Administrator selects setting forth the balance, if any, in the Accounts of the Member as of the last day of the Plan Year just ended.

4.7.    Accounting Device Only. The Accounts shall be utilized solely as a device for the measurement and determination of the amounts tube paid to the Member under this Plan. None of the Accounts shall constitute or be treated as a trust fund of any kind.

ARTICLE V PAYMENT OF ACCOUNTS

5.1Benefit Payment. A Member shall be entitled to a payment equal to the amount credited to his or her Accounts as of the Commencement Date. The payment shall commence to be paid within 60 days of the Commencement Date on a date selected by the Plan Administrator in its sole discretion.

5.2Form of Payment. The amount due the Member shall be paid in the form as elected by the Member in writing (or through any electronic means or method approved by the Plan Administrator) that is determined by the Plan Administrator to be both (i) valid in accordance with the terms of the Plan as it existed at the time the election was made and (ii) an election that if honored will not cause the Plan to fail to be in compliance with the requirements of Code Section 409A to the extent applicable to the Plan:

(a) A single cash lump sum; or

(b) Annual installments over a period of three years; or

(c) Annual installments over a period of five years; or

(d) Annual installments over a period of ten years.

In the event payment is made in installments, the accounts used to measure the amount due the Member shall continue to be adjusted under rules prescribed by the Plan Administrator as provided in Sections 4.2(b), 4.3(b) and 4.4(b).

It is understood that under rules established by the Plan Administrator a Member may make a separate election as to the form of payment for deferrals and contributions credited to the Member's accounts (together with related earnings credits) for each year if the election is made before the beginning of the applicable year. The form of payment election made for a year shall continue to apply to future years until a timely change in the election is made for a subsequent year. In the event no form of payment has been elected (or the election made is not valid either because it did not satisfy the applicable requirements of the Plan or because it would cause the Plan in the view of the Plan Administrator to fail to comply with Code Section 409A), the amount due the Member shall be paid in a form of a single lump sum payment.

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Notwithstanding the foregoing, in the event the sum of the accounts of the Member at the Commencement Date does not exceed the limit of Code Section 402(g)(l)(B), determined as of the Commencement Date, such benefits shall be paid in the form of a single lump sum payment to the Member without regard to the form of payment elected by the Member.

5.3Election to Change Form of Payment. A Member may change his or her election of the form of payment for a particular year to another form available under Section 5.2 by submitting a written election form to the Plan Administrator; provided

(a)such election shall not take effect for a Commencement Date that is less than 12 months from the date the election form was received by the Plan Administrator; and

(b)if the Commencement Date is based upon a separation from service (other than on account of Disability) then notwithstanding any other provisions of this Plan the payment or payments to which the Member is entitled shall not commence to be paid to the Member until 5 years from the date that the payment or payments would otherwise have commenced if the election to change the form of payment had not been made.

A Commencement Date shall be on account of a Disability if the Plan Administrator determines that the employment ended because of Disability. Disability means an impairment which results in the Member being disabled within meaning of Code Section 409A(a)(2)(C) as determined by the Plan Administrator.

5.4Payment to Beneficiary. In the event a Member dies before receiving his or her full benefit under this Plan, the Employer shall pay any remaining amount due on behalf of the Member hereunder to the Beneficiary of the Member. Such payment shall be in the form of a single cash payment. The payment shall be paid within 60 days following the date of death on a date selected by the Plan Administrator in its sole discretion. A Member may designate a Beneficiary on the form prescribed by and delivered to the Plan Administrator. If no Beneficiary is properly designated under this Plan, then the Beneficiary shall be the spouse of the Member, if any, or if there is no surviving spouse and the Member is a 40l(k) Plan Member, then the Beneficiary shall be the person entitled under the terms of the 401(k) Plan to receive any death benefits payable under the 401(k) Plan on account of the death of that Plan Member. If there is no Beneficiary after application of the foregoing provisions of this Section, then the payment shall be made to the estate of the Member. I funder these rules the benefits are payable to the estate of the Member, and either the Plan Administrator cannot locate a qualified representative of the deceased Member's estate, or if administration of the estate is not otherwise required, the Plan Administrator in its discretion may make the distribution to the deceased Member's heirs at law, determined in accordance with the law of the State of the Member's domicile in effect as of the date of the Member's death.

5.5Distribution During Employment. Prior to the Commencement Date, a Member may request a distribution of all or a portion of the amount credited to his or her Deferral Account and Supplemental Matching Account in the event of an Unforeseeable Emergency. The Plan Administrator shall determine, in a non-discriminatory manner, whether a Member has an Unforeseeable Emergency. The amount of the distribution shall be limited to the amounts reasonably necessary to satisfy the emergency need as determined by the Plan Administrator applying the provisions of the applicable regulations under Code Section 409A (including taking into account the tax costs of the distribution and the amounts available from other sources of the Member).

5.6Discretionary Distribution for Taxes. The Plan is intended to comply with the provisions of Code Section 409A. In the event the Plan fails to meet the requirements of Code Section 409A and the regulations promulgated thereunder, the Plan Administrator may, in the Plan Administrator's sole discretion, distribute to the affected Member(s) the amount(s) such Member(s) are required to include in

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income as a result of such failure of the Plan to comply with Code Section 409A and such regulations. In the event of such a distribution, the affected Member(s)'s benefits hereunder shall be adjusted to reflect the value of the amount so distributed.

At the discretion of the Plan Administrator, the amount necessary to pay the: (A) Federal Insurance Contributions Act tax imposed under Code Sections 3101, 312l(a) and 312l(v)(2) (the "FICA Amount"), and/or (B) Railroad Retirement Act tax imposed under Code Sections 3201, 3211, 323l(e)(l) and 323 l(e)(8) (the "RRTA Amount) on compensation deferred under the Plan, may be distributed to the affected Member and the benefits of such Member hereunder shall be adjusted to reflect the value of the amount so distributed. Additionally, in its discretion, the Plan Administrator may provide for the distribution to the affected Member of the amount necessary to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the distribution of the FICA Amount or RRTA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. In no event however, shall the total amount distributed pursuant to this paragraph to a particular Member with respect to the Member' s deferrals under the Plan exceed the aggregate of the FICA Amount and the RRTA Amount with respect to such deferrals, and the income tax withholding related to such FICA Amount or RRTA Amount. The benefits of such Member hereunder shall be adjusted to reflect the value of the amount so distributed.

ARTICLE VI

CHANGE OF CONTROL BENEFIT

In the event of a Change of Control with respect to the Member, the Member (or the Beneficiary of the Member if the Member is deceased) shall be entitled to receive an amount equal to the remaining balance of the Accounts of the Member, if any, as of the date of the Change of Control as determined by the Plan Administrator and thereafter nothing further shall be payable with respect to the Member under the Plan. The benefits payable under this A1iicle VI shall be paid in the form of a single cash lump sum payment within 60 days of the date of the Change of Control on a date selected by the Plan Administrator in its sole discretion.

ARTICLE VIIADMINISTRATION OF THE PLAN

7.1Plan Administration. The Plan Administrator shall have the full authority to interpret and construe the Plan and to issue such administrative procedures as it deems appropriate. The Plan Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing the payments hereunder. The Plan Administrator's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned.

7.2Claims Procedure. The Plan Administrator shall establish reasonable procedures for the submission and review of claims with respect to benefits under the Plan. A copy of the claims procedures for the Plan shall be available from the Plan Administrator. The failure of a claimant to follow the claims procedures with respect to a claim, including the review procedures, shall result in the loss of the right to bring an action in court with respect to the claim.

7.3Amendment and Termination. The Employer may amend or terminate the Plan as it relates to the employees of that Employer at any time, provided, however, that (1) no such amendment or termination shall adversely affect the benefit to which a Member or the Beneficiary of such Member would be entitled immediately prior to the date of such amendment or termination if the employment of the Member had then ended unless the change is necessary to keep the Plan in compliance with the applicable provisions of the

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law, including Code Section 409A, and (2) 110 such amendment or termination shall cancel or revoke an election made by the Member under Section 4.1 for the year in which the amendment or termination occurs prior to the end of that year unless to do so is determined by the Employer in good faith not to cause the Plan to fail to comply with Code Section 409A. In the event of a termination of the Plan, benefits shall be retained under the terms of the Plan until the Member reaches his or her Commencement Date under the Plan; provided, however, the Employer may elect to make distribution earlier to the Member if the Employer determines in good faith that such distribution does not cause the Plan to fail to comply with Code Section 409A. The liabilities of this Plan relating to a Member may in the discretion of the Employer be transferred to another plan or program of the Employer, provided that the Employer determines in good faith that the transfer and the provisions of the plan or program receiving the transfer applicable to the transfer do not result in any change to the benefits being transferred that would cause such benefits to be subject to income taxation under the Code prior to distribution to the Member. The Plan Administrator may amend this Plan in the place of the Employer so long as the amendment does not materially increase the cost of the Plan to the Employer.

Except as otherwise expressly provided in other sections of this Plan, the payment of any benefits under the Plan may not be accelerated, including upon the amendment or termination of the Plan, except in a manner that the Employer determines in good faith does not cause the Plan to fail to comply with Code Section 409A.

7.4Payments. The Employer will pay all benefits arising under this Plan. There shall be deducted from each payment any federal, state or local withholding or taxes or charges which may be required under applicable law as determined by the Employer.

7.5Non-assignability of Benefits. The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Plan Administrator which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate.

7.6Status of Plan. Nothing contained herein shall be construed as providing for assets to be held in trust or escrow or any other form of asset segregation for the Member or for any other person or persons to whom benefits are to be paid pursuant to the terms of this Plan, the Member's only interest hereunder being the right to receive the benefits set forth herein. To the extent any person acquires a right to receive benefits under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.

7.7Indemnification. To the extent permitted by law, the Employer shall indemnify each member of the Board of Directors and any other employee of the Employer to whom duties are assigned with respect to this Plan, against expenses (including any amount paid in settlement) reasonably incurred by him or her in connection with any claims against him or her by reason of his or her conduct in the performance of his or her duties under the Plan, except in relation to matters as to which he or she acted fraudulently or in bad faith in the performance of such duties. This right of indemnification shall be in addition to any other right to which the Board or other person may be entitled as a matter of law or otherwise, and shall pass to the estate of a deceased person.

7.8Reports and Records. The Plan Administrator and those to whom the Plan Administrator has delegated duties under the Plan shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law.

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7.9Finances. The costs of the Plan shall be borne by the Employer. The rights of the Member (or of his or her Beneficiary) to benefits under the Plan shall be solely those of an unsecured general creditor of the Employer. Any assets acquired by or held by the Employer or set aside in a trust that may be established by the Employer: shall not be deemed to be held as security for the performance of the obligations of the Employer under this Plan. Notwithstanding the foregoing, to the extent under the terms of any trust set up by an Employer payments are made by the Trustee of said Trust to the Member with respect to benefits under this Plan, such payments shall satisfy the obligations of the Employer hereunder to the extent of the payments made.

-

7.10Nonguarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Member, or as a right of any Member to be continued in employment of the Employer, or as a limitation on the right of the Employer to discharge any of its employees, with or without cause.

7.11Applicable Law. All questions pe1iaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of Texas.

7.12Headings. The headings of Sections and Articles in this Plan are for convenience purposes only and shall in no way control or be used in the interpretation of the content of the Sections or A1iicles or this Plan as a whole.

7.13Number and Gender. Where the context requires, the singular shall include the plural and the plural shall include the singular, and any gender shall include both other genders.

ARTICLE VIII

TRANSFER OF EMPLOYEES AMONG AFFILIATED COMPANIES

The transfer of a Member from employment with the Employer to employment with an Affiliate shall not be deemed a termination of employment under this Plan. If the Affiliate is an Employer under this Plan, that Employer shall determine whether the Member shall continue to participate in this Plan as an employee of that Employer. For purposes of this Plan, the last Employer of a Member shall be liable for the Member's benefits hereunder even though a portion of the liability is attributable to periods of service for another Employer.

To the extent a succeeding Employer permits an Employee to participate in this Plan, such Employer shall determine the extent to which the prior elections made by the Member shall continue to apply to the Member. In the event the Member is transferred to an Affiliate that does not participate in this Plan, the Member shall cease to be eligible to make deferrals under this Plan but the former Employer shall continue to maintain the Accounts of the Member until the benefits become payable to the Member hereunder.

13

Dated this 29^th day of December, 2017.

VENATOR MATERIALS PLC

By: /s/ Russ R. Stolle

Name: Russ. R. Stolle

Title: Senior Vice President, General

Counsel and Chief Compliance Officer

HUNTSMAN P&A AMERICAS LLC

By: /s/ Russ R. Stolle

Name: Russ. R. Stolle

Title: Senior Vice President, General

Counsel and Chief Compliance Officer

14

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A‑14(A) and 15D‑14(A),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002

I, Simon Turner, certify that:

1.            I have reviewed this quarterly report on Form 10‑Q of Venator Materials PLC;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrants and have:

(a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)            Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)            Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or board of managers, as applicable (or persons performing the equivalent functions):

(a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2018

/s/ Simon Turner

Simon Turner

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13A‑14(A) and 15D‑14(A),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES‑OXLEY ACT OF 2002

I, Kurt Ogden, certify that:

1.            I have reviewed this quarterly report on Form 10‑Q of Venator Materials PLC;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrants and have:

(a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)            Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)            Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or board of managers, as applicable (or persons performing the equivalent functions):

(a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2018

/s/ Kurt Ogden

Kurt Ogden

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10‑Q of Venator Materials PLC (the “Company”) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon Turner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that, to my knowledge:

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Simon Turner

Simon Turner

Chief Executive Officer

May 1, 2018

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10‑Q of Venator Materials PLC (the “Company”) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kurt Ogden, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that, to my knowledge:

(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kurt Ogden

Kurt Ogden

Chief Financial Officer

May 1, 2018

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 20, 2018
Document and Entity Information
Entity Registrant Name	Venator Materials PLC
Entity Central Index Key	0001705682
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		106,401,124
Document Fiscal Year Focus	43465
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	[1]	$ 223	$ 238
Accounts receivable (net of allowance for doubtful accounts of $5 each)(a)	[1]	438	380
Accounts receivable from affiliates		14	12
Inventories	[1]	482	454
Prepaid expenses		15	19
Other current assets		78	66
Total current assets		1,250	1,169
Property, plant and equipment, net	[1]	1,444	1,367
Intangible assets, net	[1]	19	20
Investment in unconsolidated affiliates		81	86
Deferred income taxes		166	167
Other noncurrent assets		38	38
Total assets		2,998	2,847
Current liabilities:
Accounts payable	[1]	386	385
Accounts payable to affiliates		16	16
Accrued liabilities	[1]	269	244
Current portion of debt	[1]	9	14
Total current liabilities		680	659
Long-term debt		743	743
Deferred income taxes		2	0
Other noncurrent liabilities		302	306
Noncurrent payable to affiliates		34	34
Total liabilities		1,761	1,742
Commitments and contingencies (Notes 11 and 12)
Equity
Ordinary shares $0.001 par value, 200 shares authorized, 106 issued and outstanding each		0	0
Additional paid-in capital		1,312	1,311
Retained earnings		145	67
Accumulated other comprehensive loss		(230)	(283)
Total Venator Materials PLC shareholders' equity		1,227	1,095
Noncontrolling interest in subsidiaries		10	10
Total equity		1,237	1,105
Total liabilities and equity		$ 2,998	$ 2,847

[1] At March 31, 2018 and December 31, 2017, $9 and $5 of cash and cash equivalents, $6 and $7 of accounts receivable, (net), $1 and $2 of inventories, $5 each of property, plant and equipment, (net), $17 each of intangible assets, (net), $1 each of accounts payable, $3 and $4 of accrued liabilities, and $2 each of current portion of debt, respectively, from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 5. Variable Interest Entities."

XML

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Accounts receivable, allowance for doubtful accounts (in dollars)		$ 5	$ 5
Ordinary shares, par value (in dollars per share)		$ 0.001	$ 0.001
Ordinary shares, authorized		200,000,000	200,000,000
Ordinary shares, issued		106,000,000	106,000,000
Ordinary shares, outstanding		106,000,000	106,000,000
Variable Interest Entity
Cash and cash equivalents	[1]	$ 223	$ 238
Accounts receivable, net	[1]	438	380
Inventories	[1]	482	454
Property, plant and equipment, net	[1]	1,444	1,367
Intangible assets, net	[1]	19	20
Accounts payable	[1]	386	385
Accrued liabilities	[1]	269	244
Current portion of debt	[1]	9	14
Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		9	5
Accounts receivable, net		6	7
Inventories		1	2
Property, plant and equipment, net		5	5
Intangible assets, net		17	17
Accounts payable		1	1
Accrued liabilities		3	4
Current portion of debt		$ 2	$ 2

[1] At March 31, 2018 and December 31, 2017, $9 and $5 of cash and cash equivalents, $6 and $7 of accounts receivable, (net), $1 and $2 of inventories, $5 each of property, plant and equipment, (net), $17 each of intangible assets, (net), $1 each of accounts payable, $3 and $4 of accrued liabilities, and $2 each of current portion of debt, respectively, from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 5. Variable Interest Entities."

XML

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Trade sales, services and fees, net	$ 622	$ 537
Cost of goods sold	454	465
Operating expenses:
Selling, general and administrative (includes corporate allocations from Huntsman Corporation of nil and $24, respectively)	54	50
Restructuring, impairment, and plant closing and transition costs	9	26
Other (income) expense, net	(3)	10
Total operating expenses	60	86
Operating income (loss)	108	(14)
Interest expense	(13)	(14)
Interest income	3	2
Other income	2	1
Income (loss) from continuing operations before income taxes	100	(25)
Income tax (expense) benefit	(20)	4
Income (loss) from continuing operations	80	(21)
Income from discontinued operations, net of tax	0	8
Net income (loss)	80	(13)
Net income attributable to noncontrolling interests	(2)	(3)
Net income (loss) attributable to Venator	$ 78	$ (16)
Basic earnings (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders (in dollars per share)	$ 0.73	$ (0.23)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders (in dollars per share)	0.00	0.08
Net income (loss) attributable to Venator Materials PLC ordinary shareholders (in dollars per share)	0.73	(0.15)
Diluted earnings (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders (in dollars per share)	0.73	(0.23)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders (in dollars per share)	0.00	0.08
Net income (loss) attributable to Venator Materials PLC ordinary shareholders (in dollars per share)	$ 0.73	$ (0.15)

XML

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Huntsman | Corporate allocations
Selling, general and administrative expenses	$ 0	$ 24

XML

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 80	$ (13)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	57	5
Pension and other postretirement benefits adjustments	3	4
Hedging instruments	(7)	0
Total other comprehensive income (loss), net of tax	53	9
Comprehensive income (loss)	133	(4)
Comprehensive income attributable to noncontrolling interest	(2)	(3)
Comprehensive income (loss) attributable to Venator	$ 131	$ (7)

XML

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total	Parent's Net Investment and Advances	Ordinary Shares	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest in Subsidiaries
Balance at the beginning of the period at Dec. 31, 2016	$ 177	$ 588	$ 0	$ 0	$ 0	$ (423)	$ 12
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(13)	(16)	0	0	0		3
Net changes in other comprehensive income	9		0	0	0	9	0
Dividends paid to noncontrolling interests	(4)		0	0	0		(4)
Net changes in parent’s net investment and advances	108	106	0	0	0		2
Balance at the end of the period at Mar. 31, 2017	277	678	0	0	0	(414)	13
Balance at the beginning of the period at Dec. 31, 2017	1,105	0	0	1,311	67	(283)	10
Increase (Decrease) in Stockholders' Equity
Net income (loss)	80				78		2
Net changes in other comprehensive income	53					53	0
Dividends paid to noncontrolling interests	(2)						(2)
Activity related to stock plans	1			1
Balance at the end of the period at Mar. 31, 2018	$ 1,237	$ 0	$ 0	$ 1,312	$ 145	$ (230)	$ 10

XML

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Operating Activities:
Net income (loss)	$ 80	$ (13)
Income from discontinued operations, net of tax	0	(8)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	34	30
Deferred income taxes	9	(7)
Noncash restructuring and impairment charges	3	3
Insurance proceeds for business interruption, net of gain on recovery	19	0
Noncash interest expense	0	10
Noncash (loss) gain on foreign currency transactions	(4)	7
Other, net	2	(2)
Changes in operating assets and liabilities:
Accounts receivable	(50)	(4)
Inventories	(12)	(1)
Prepaid expenses	5	29
Other current assets	(9)	(1)
Other noncurrent assets	1	2
Accounts payable	7	6
Accrued liabilities	(27)	(22)
Other noncurrent liabilities	(7)	(8)
Net cash provided by operating activities from continuing operations	51	21
Net cash provided by operating activities from discontinued operations	0	1
Net cash provided by operating activities	51	22
Investing Activities:
Capital expenditures	(73)	(19)
Insurance proceeds for recovery of property damage	0	54
Net advances to affiliates	0	(90)
Cash received from unconsolidated affiliates	9	12
Investment in unconsolidated affiliates	(3)	(15)
Net cash used in investing activities from continuing operations	(67)	(58)
Net cash used in investing activities from discontinued operations	0	(1)
Net cash used in investing activities	(67)	(59)
Financing Activities:
Repayment of third-party debt	(6)	0
Net borrowings from affiliate accounts payable	0	45
Dividends paid to noncontrolling interests	(2)	(4)
Net cash (used in) provided by financing activities	(8)	41
Effect of exchange rate changes on cash	9	1
Net change in cash and cash equivalents, including discontinued operations	(15)	5
Cash and cash equivalents at beginning of period, including discontinued operations	238	30	$ 30
Cash and cash equivalents at end of period, including discontinued operations	223	35	$ 238
Supplemental cash flow information:
Cash paid for interest	19	2
Cash paid for income taxes	15	2
Supplemental disclosure of noncash activities:
Capital expenditures included in accounts payable as of March 31, 2018 and 2017, respectively	33	8
Settlement of long-term notes payable/notes receivable with affiliates	$ 0	$ (12)

XML

General, Description of Business, Recent Developments and Basis of Presentation

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General, Description of Business, Recent Developments and Basis of Presentation

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

General

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

Description of Business

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

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

Recent Developments

Pori Fire

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

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

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

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

Basis of Presentation

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

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

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

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

XML

Recently Issued Accounting Pronouncements

3 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Pronouncements

Note 2. Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted During the Period

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU along with subsequently issued amendments, outline a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and supersedes most previously issued revenue recognition guidance. Under this guidance, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received. These ASUs are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We adopted these ASUs effective January 1, 2018 and we have elected the modified retrospective approach as the transition method. As a result of the adoption of these amendments, we revised our accounting policy for revenue recognition as detailed in “Note 3. Revenue,” and, except for the changes noted in "Note 3. Revenue" no material changes have been made to our significant policies disclosed in "Note 1. Description of Business, Recent Developments, Basis of Presentation and Summary of Significant Accounting Policies" of our Annual Report on Form 10-K, filed on February 23, 2018, for the year ended December 31, 2017. The adoption of these ASUs did not have a significant impact on our unaudited condensed consolidated and combined financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact on our unaudited condensed consolidated and combined financial statements.

In March 2017, the FASB issued ASU No. 2017 07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this ASU require that an employer report the service cost component of net periodic pension cost and net periodic postretirement benefit cost in the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside of income from operations. The amendments in this ASU also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset). The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. We adopted the amendments of this ASU effective January 1, 2018, which impacted the presentation of our financial statements. Our historical presentation of service cost components was consistent with the amendments in this ASU. The other components of net periodic pension and postretirement benefit costs are presented within other nonoperating income, whereas we historically presented these within cost of goods sold and selling, general and administrative expenses. As a result of the retrospective adoption of this ASU, cost of goods sold increased by $2 million, selling, general and administrative expenses decreased by $1 million, and other income increased by $1 million within our unaudited condensed consolidated and combined statements of operations for the three months ending March 31, 2017.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships as well as the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements to increase the understandability of the results of an entity’s intended hedging strategies. The amendments in this ASU also include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted in any interim period after the issuance of this ASU. Transition requirements and elections should be applied to hedging relationships existing on the date of adoption. For cash flow and net investment hedges, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness, and the amended presentation and disclosure guidance is required only prospectively. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact on our unaudited condensed consolidated and combined financial statements.

Accounting Pronouncements Pending Adoption in Future Periods

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

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). This standard provides an option to reclassify stranded tax effects within accumulated other comprehensive income (loss) to retained earnings due to the U.S. federal corporate income tax rate change in the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). This standard is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. We have not completed our assessment, but we do not anticipate this will have a material impact on our unaudited consolidated and combined statement of comprehensive income (loss).

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Revenue

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue

Note 3. Revenue

We account for revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers, which became effective January 1, 2018. As part of the adoption of ASC 606, we applied the new standard on a modified retrospective basis analyzing open contracts as of January 1, 2018. However, no cumulative effect adjustment to retained earnings was necessary as no revenue recognition differences were identified when comparing the revenue recognition criteria under ASC 606 to previous requirements.

We generate substantially all of our revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferred goods. Sales, value-added, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We recognize these costs for shipping and handling when control over products have transferred to the customer as an expense in cost of goods sold. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less than one year.

The following table disaggregates our revenue by major geographical region for the three months ended March 31, 2018:

	For the Three Months Ended March 31, 2018
	Titanium Dioxide		Performance Additives		Total
North America	$	71	$	77	$	148
Europe	241		58		299
Asia	96		27		123
Other	48		4		52
Total Revenues	$	456	$	166	$	622

The following table disaggregates our revenue by major product line for the three months ended March 31, 2018:

	For the Three Months Ended March 31, 2018
	Titanium Dioxide		Performance Additives		Total
TiO2	$	456	$	—	$	456
Color Pigments	—		82		82
Functional Additives	—		41		41
Timber Treatment	—		37		37
Water Treatment	—		6		6
Total Revenues	$	456	$	166	$	622

Substantially all of our revenue is generated through inventory sales in which revenue is recognized at a point in time. At contract inception, we assess the goods promised in our contracts and identify a performance obligation for each promise to transfer to the customer a good that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer.

The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which may contain variable consideration such as discounts or rebates. We also give our customers a limited right to return products that have been damaged, do not satisfy their specifications, or other specific reasons. Payment terms on product sales to our customers typically range from 30 days to 90 days, although certain exceptions exist where standard payment terms are exceeded, these instances are infrequent and do not exceed one year. Discounts are allowed for some customers for early payment or if a certain volume is met. As our standard payment terms are less than one year, we have elected to not assess whether a contract has a significant financing component. In order to estimate the applicable variable consideration at the time of revenue recognition, we use historical and current trend information to estimate the amount of discounts, rebates, or returns to which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and accrued at the point of which revenue is recognized have not materially differed. The amount recorded against revenue related to expected returns, discounts and rebates was not material for any of our reporting periods.

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Inventories

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Note 4. Inventories

Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at March 31, 2018 and December 31, 2017 consisted of the following:

	March 31, 2018		December 31, 2017
Raw materials and supplies	$	157	$	149
Work in process	52		46
Finished goods	273		259
Total	$	482	$	454

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Variable Interest Entities

3 Months Ended

Mar. 31, 2018

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Variable Interest Entities

Note 5. Variable Interest Entities

We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary:

• Pacific Iron Products Sdn Bhd is our 50%-owned joint venture with Coogee Chemicals that manufactures products for Venator. It was determined that the activities that most significantly impact its economic performance are raw material supply, manufacturing and sales. In this joint venture we supply all the raw materials through a fixed cost supply contract, operate the manufacturing facility and market the products of the joint venture to customers. Through a fixed price raw materials supply contract with the joint venture we are exposed to the risk related to the fluctuation of raw material pricing. As a result, we concluded that we are the primary beneficiary.

• Viance, LLC ("Viance") is our 50%-owned joint venture with Dow Chemical Company. Viance markets timber treatment products for Venator. We have determined that the activity that most significantly impacts Viance’s economic performance is manufacturing. The joint venture sources all of its products through a contract manufacturing arrangement at our Harrisburg, North Carolina facility and we bear a disproportionate amount of working capital risk of loss due to the supply arrangement whereby we control manufacturing on Viance’s behalf. As a result, we concluded that we are the primary beneficiary.

Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at March 31, 2018, the joint ventures’ assets, liabilities and results of operations are included in Venator’s condensed consolidated and combined financial statements.

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2018 and 2017 are as follows:

	Three months ended March 31,
	2018	2017
Revenues	31	$	34
Income from continuing operations before income taxes	4	7
Net cash provided by operating activities	9	7

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Restructuring, Impairment and Plant Closing and Transition Costs

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring, Impairment and Plant Closing and Transition Costs

Note 6. Restructuring, Impairment, and Plant Closing and Transition Costs

Venator has initiated various restructuring programs in an effort to reduce operating costs and maximize operating efficiency. As of March 31, 2018 and December 31, 2017, accrued restructuring and plant closing and transition costs by type of cost and initiative consisted of the following:

	Workforce reductions(1)			Other restructuring costs			Total(2)
Accrued liabilities as of December 31, 2017	$	34		$	—		$	34
2018 charges for 2017 and prior initiatives	2			4			6
2018 charges for 2018 initiatives	—			—			—
2018 payments for 2017 and prior initiatives	(6		)	(4		)	(10		)
2018 payments for 2018 initiatives	—			—			—
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of March 31, 2018	$	31		$	—		$	31

(1) The total workforce reduction reserves of $31 million relate to the termination of 195 positions, of which zero positions had been terminated as of March 31, 2018.

(2) Accrued liabilities remaining at March 31, 2018 and December 31, 2017 by year of initiatives were as follows:

	March 31, 2018		December 31, 2017
2016 initiatives and prior	$	8	$	9
2017 initiatives	23		25
2018 initiatives	—		—
Total	$	31	$	34

Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative:

	Titanium Dioxide			Performance Additives			Total
Accrued liabilities as of December 31, 2017	$	30		$	4		$	34
2018 charges for 2017 and prior initiatives	6			—			6
2018 charges for 2018 initiatives	—			—			—
2018 payments for 2017 and prior initiatives	(9		)	(1		)	(10		)
2018 payments for 2018 initiatives	—			—			—
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of March 31, 2018	$	28		$	3		$	31
Current portion of restructuring reserves	17			3			20
Long-term portion of restructuring reserve	11			—			11

Details with respect to cash and noncash restructuring charges and impairment of assets for the three months ended March 31, 2018 and 2017 by initiative are provided below:

	Three months ended
	March 31, 2018
Cash charges	$	6
Accelerated depreciation	3
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs	$	9

	Three months ended
	March 31, 2017
Cash charges	$	23
Other noncash charges	3
Total 2017 Restructuring, Impairment and Plant Closing and Transition Costs	$	26

Restructuring Activities

In December 2014, we implemented a comprehensive restructuring program to improve the global competitiveness of our Titanium Dioxide and Performance Additives segments. As part of the program, we are reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil for the three months ended March 31, 2018.

In July 2016, we announced plans to close our Umbogintwini, South Africa TiO₂ manufacturing facility. As part of the program, we recorded restructuring expense of approximately $1 million for the three months ended March 31, 2018. We expect to incur additional charges of approximately $13 million through the end of 2022.

In March 2017, we announced a plan to close the white end finishing and packaging operation of our TiO₂ manufacturing facility at our Calais, France site. The announced plan follows the 2015 closure of the black end manufacturing operations and would result in the closure of the entire facility. In connection with this closure, we recorded restructuring expense of $5 million in the three months ended March 31, 2018. We expect to incur additional charges of approximately $50 million through the end of 2022.

In September 2017, we announced a plan to close our St. Louis and Easton manufacturing facilities. As part of the program, we recorded restructuring expense of approximately $3 million related to accelerated depreciation for the three months ended March 31, 2018. We expect to incur $11 million of accelerated depreciation through the end of 2018.

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Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt

Note 7. Debt

Outstanding debt, net of debt issuance costs of $12 million, consisted of the following:

	March 31, 2018	December 31, 2017
Senior Notes	370	370
Term Loan Facility	366	367
Other	16	20
Total debt	752	757
Less: short-term debt and current portion of long-term debt	9	14
Total long-term debt	743	743

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

The weighted average interest rate on our outstanding balances under the Senior Notes and Term Loan Facility as of March 31, 2018 and December 31, 2017 was approximately 5% each.

Senior Notes

On July 14, 2017, our subsidiaries Venator Finance S.à.r.l. and Venator Materials LLC (the “Issuers”) entered into an indenture in connection with the issuance of the Senior Notes. The Senior Notes are general unsecured senior obligations of the Issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries. The indenture related to the Senior Notes imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets. The Senior Notes bear interest of 5.75% per year payable semi-annually and will mature on July 15, 2025. The Issuers may redeem the Senior Notes in whole or in part at any time prior to July 15, 2020 at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and an early redemption premium, calculated on an agreed percentage of the outstanding principal amount, providing compensation on a portion of foregone future interest payables. The Senior Notes will be redeemable in whole or in part at any time on or after July 15, 2020 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem up to 40% of the aggregate principal amount of the Senior Notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the separation), holders of the Venator Notes will have the right to require that the Issuers purchase all or a portion of such holder’s Senior Notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

Senior Credit Facilities

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

• the Term Loan Facility in an aggregate principal amount of $375 million, with a maturity of seven years; and

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

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

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

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

Guarantees

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

Cash Pooling Program

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

Notes Receivable and Payable of Venator to Huntsman

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

A/R Programs

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

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

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Note 8. Derivative Instruments and Hedging Activities

To reduce cash flow volatility from foreign currency fluctuations, we enter into forward and swap contracts to hedge portions of cash flows of certain foreign currency transactions. We do not use derivative financial instruments for trading or speculative purposes.

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

We formally assessed the hedging relationship at the inception of the hedge in order to determine whether the derivatives that are used in the hedging transactions are highly effective in offsetting cash flows of the hedged item and we will continue to assess the relationship on an ongoing basis. We use the hypothetical derivative method in conjunction with regression analysis to measure effectiveness of our cross-currency swap agreement. The portion of the hedge that is ineffective will be recorded in earnings in other income (expense). We did not record any ineffectiveness during 2018.

The effective portion of the changes in the fair value of the swaps are deferred in other comprehensive loss and subsequently recognized in “other income (expense), net” in the unaudited condensed consolidated and combined statements of operations when the hedged item impacts earnings. Cash flows related to our cross currency swap that relate to our periodic interest settlement will be classified as operating activities and the cash flows that relates to principal balances will be designated as financing activities. The fair value of these hedges was $12 million and $5 million at March 31, 2018 and December 31, 2017, respectively, and was recorded as other long-term liabilities on our unaudited condensed consolidated and combined balance sheets. We estimate the fair values of our cross currency swaps by taking into consideration valuations obtained from a third-party valuation service that utilizes an income-based industry standard valuation model for which all significant inputs are observable either directly or indirectly. These inputs include foreign currency exchange rates, credit default swap rates and cross-currency basis swap spreads. The cross currency swap has been classified as Level 2 because the fair value is based upon observable market-based inputs or unobservable inputs that are corroborated by market data.

For the three months ended March 31, 2018, the change in accumulated other comprehensive loss associated with these cash flow hedging activities was a loss of approximately $7 million. As of March 31, 2018, accumulated comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions.

We would be exposed to credit losses in the event of nonperformance by a counterparty to our derivative financial instruments. We continually monitor our position and the credit rating of our counterparties, and we do not anticipate nonperformance by the counterparties.

Forward Currency Contracts Not Designated as Hedges

We transact business in various foreign currencies and we enter into currency forward contracts to offset the risk associated with the risks of foreign currency exposure. At March 31, 2018 and December 31, 2017 we had approximately $101 million and $109 million, respectively, notional amount (in U.S. dollar equivalents) outstanding in foreign currency contracts with a term of approximately one month. The contracts are valued using observable market rates (Level 2).

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 9. Income Taxes

Venator uses the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely than not that they will be realized. Valuation allowances are reviewed on a tax jurisdiction basis to analyze whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

We recorded income tax expense of $20 million and income tax benefit of $4 million for the three months ended March 31, 2018 and 2017, respectively. Our tax expense is significantly affected by the mix of income and losses in tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions.

For U.S. federal income tax purposes Huntsman will 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 gave rise to a deferred tax asset of $36 million that we recognized for the year ended December 31, 2017.

Pursuant to the Tax Matters Agreement 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 tax savings we recognize as a result of any such basis increase for tax years through December 31, 2028. It is currently estimated (based on a value of our U.S. businesses derived from the IPO price of our ordinary shares and current tax rates) that the aggregate future payments required by this provision are expected to be approximately $34 million. We recognized a noncurrent liability for this amount at December 31, 2017. Moreover, any subsequent adjustment asserted by U.S. taxing authorities could increase the amount of gain recognized and the corresponding basis increase, and could result in a higher liability for us under the Tax Matters Agreement.

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

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

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

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

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Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Note 10. Earnings (Loss) Per Share

Basic earnings (loss) per share excludes dilution and is computed by dividing net loss attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) available to Venator ordinary shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. For the periods prior to our IPO, the average number of ordinary shares outstanding used to calculate basic and diluted earnings (loss) per share was based on the ordinary shares that were outstanding at the time of our IPO.

Basic and diluted earnings (loss) per share are determined using the following information:

	Three months ended March 31,
	2018		2017
Numerator:
Basic and diluted income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	78	$	(24	)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	$	—	$	8
Basic and diluted net income (loss):
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	$	78	$	(16	)
Denominator:
Weighted average shares outstanding	106.4		106.3
Dilutive share-based awards	0.4		—
Total weighted average shares outstanding, including dilutive shares	106.8		106.3

For each of the three months ended March 31, 2018 and 2017, the number of anti-dilutive employee share-based awards excluded from the computation of diluted EPS was not significant.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11. Commitments and Contingencies

Legal Proceedings

Antitrust Matters

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

We were also named as a defendant in a class action civil antitrust suit filed on March 15, 2013 in the U.S. District Court for the Northern District of California by purchasers of products made from TiO₂ (the “Indirect Purchasers”) making essentially the same allegations as did the direct purchasers. On October 14, 2014, plaintiffs filed their Second Amended Class Action Complaint narrowing the class of plaintiffs to those merchants and consumers of architectural coatings containing TiO₂. On August 11, 2015, the court granted our motion to dismiss the Indirect Purchasers litigation with leave to amend the complaint. A Third Amended Class Action Complaint was filed on September 29, 2015 further limiting the class to consumers of architectural paints. Plaintiffs have raised state antitrust claims under the laws of 15 states, consumer protection claims under the laws of nine states, and unjust enrichment claims under the laws of 16 states. On November 4, 2015, we and our co-defendants filed another motion to dismiss. On June 13, 2016, the court substantially denied the motion to dismiss except as to consumer protection claims in one state. The parties have agreed to settle this matter. The court preliminarily approved the settlement on December 13, 2017 and the final approval hearing is scheduled for August 16, 2018.

The Indirect Purchasers seek to recover injunctive relief, treble damages or the maximum damages allowed by state law, costs of suit and attorneys’ fees. We are not aware of any illegal conduct by us or any of our employees. Nevertheless, we have incurred costs relating to these claims and could incur additional costs in amounts which in the aggregate could be material to us. Because of the overall complexity of these cases, we are unable to reasonably estimate any possible loss or range of loss and we have not made an accrual with respect to these claims.

Other Proceedings

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. Except as otherwise disclosed in these consolidated and combined financial statements, we do not believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

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Environmental, Health and Safety Matters

3 Months Ended

Mar. 31, 2018

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

Environmental, Health and Safety Matters

Note 12. Environmental, Health and Safety Matters

Environmental, Health and Safety Capital Expenditures

We may incur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the three months ended March 31, 2018 and 2017, our capital expenditures for EHS matters totaled $1 million and $3 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may spend related to EHS and other applicable laws.

Environmental Matters

We have incurred and we may in the future incur, liability to investigate and clean up waste or contamination at our current or former facilities or facilities operated by third parties at which we may have disposed of waste or other materials. Similarly, we may incur costs for the cleanup of waste that was disposed of prior to the purchase of our businesses. Under some circumstances, the scope of our liability may extend to damages to natural resources.

Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, a current or former owner or operator of real property in the U.S. may be liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator may be liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws, such as those in effect in France, can hold past owners and/or operators liable for remediation at former facilities. We have not been notified by third parties of claims against us for cleanup liabilities at former facilities or third-party sites, including, but not limited to, sites listed under CERCLA.

Under the Resource Conservation and Recovery Act in the U.S. and similar state laws, we may be required to remediate contamination originating from our properties as a condition to our hazardous waste permit. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal and we have made accruals for related remediation activity. We are aware of soil, groundwater or surface contamination from past operations at some of our sites and have made accruals for related remediation activity, and we may find contamination at other sites in the future. Similar laws exist in a number of locations in which we currently operate, or previously operated, manufacturing facilities, such as France and Italy.

Environmental Reserves

We accrue liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs, and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology, and past experience. The environmental liabilities do not include amounts recorded as asset retirement obligations. As of March 31, 2018 and December 31, 2017, we had environmental reserves of $12 million, each. We may incur losses for environmental remediation.

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Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2018

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

Other Comprehensive Income (Loss)

Note 13. Other Comprehensive Income (Loss)

Other comprehensive income (loss) consisted of the following:

	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjustments net of tax(b)			Other comprehensive income of unconsolidated affiliates			Hedging Instruments			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2018	$	(6	)	$	(267	)	$	(5	)	$	(5	)	$	(283	)	$	—	$	(283	)
Other comprehensive income before reclassifications	57			—			—			(7		)	50			—		50
Tax benefit	—			—			—			—			—			—		—
Amounts reclassified from accumulated other comprehensive loss, gross(c)	—			3			—			—			3			—		3
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive income	57			3			—			(7		)	53			—		53
Ending balance, March 31, 2018	$	51		$	(264	)	$	(5	)	$	(12	)	$	(230	)	$	—	$	(230	)

	Foreign currency translation adjustment(d)			Pension and other postretirement benefits adjustments net of tax(e)			Other comprehensive income of unconsolidated affiliates			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2017	$	(112	)	$	(306	)	$	(5	)	$	(423	)	$	—	$	(423	)
Adjustments due to discontinued operations	3			—			—			3			—		3
Tax expense	—			—			—			—			—		—
Other comprehensive (loss) income before reclassifications	1			—			—			1			—		1
Tax expense	1			—			—			1			—		1
Amounts reclassified from accumulated other comprehensive loss, gross(c)	—			4			—			4			—		4
Tax benefit	—			—			—			—			—		—
Net current-period other comprehensive income	5			4			—			9			—		9
Ending balance, March 31, 2017	$	(107	)	$	(302	)	$	(5	)	$	(414	)	$	—	$	(414	)

(a) Amounts are net of tax of nil as of March 31, 2018 and January 1, 2018, each.

(b) Amounts are net of tax of $52 million as of March 31, 2018 and January 1, 2018, each.

(c) See table below for details about the amounts reclassified from accumulated other comprehensive loss.

(d) Amounts include a tax benefit of $1 million and nil as of March 31, 2017 and January 1, 2017, respectively.

(e) Amounts are net of tax of $56 million at March 31, 2017 and January 1, 2017, each.

	Three months ended March 31,				Affected line item in the statement
	2018		2017		where net income is presented
Details about Accumulated Other Comprehensive Loss Components(a):
Amortization of pension and other postretirement benefits:
Actuarial loss	$	3	$	4	(b)
Prior service credit	—		—		(b)
Total amortization	3		4		Total before tax
Income tax benefit	—		—		Income tax (expense) benefit
Total reclassifications for the period	$	3	$	4	Net of tax

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

(b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs.

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Operating Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Operating Segment Information

Note 14. Operating Segment Information

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of commodity chemical products. We have reported our operations through our two segments, Titanium Dioxide and Performance Additives, and organized our business and derived our operating segments around differences in product lines. We have historically conducted other business within components of legal entities we operated in conjunction with Huntsman businesses, and such businesses are included within the corporate and other line item below.

The major product groups of each reportable operating segment are as follows:

Segment	Product Group
Titanium Dioxide	titanium dioxide
Performance Additives	functional additives, color pigments, timber treatment and water treatment chemicals

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. Adjusted EBITDA is presented as a measure of the financial performance of our global business units and for reporting the results of our operating segments. The revenues and adjusted EBITDA for each of the two reportable operating segments are as follows:

	Three months ended March 31,
	2018			2017
Revenues:
Titanium Dioxide	$	456		$	385
Performance Additives	166			152
Total	$	622		$	537
Segment adjusted EBITDA(1)
Titanium Dioxide	$	143		$	48
Performance Additives	24			21
	167			69
Corporate and other	(10		)	(20		)
Total	$	157		$	49
Reconciliation of adjusted EBITDA to net income (loss):
Interest expense	(13		)	(14		)
Interest income	3			2
Income tax (expense) benefit - continuing operations	(20		)	4
Depreciation and amortization	(34		)	(30		)
Net income attributable to noncontrolling interests	2			3
Other adjustments:
Business acquisition and integration expenses	(2		)	—
Separation expense, net	(1		)	—
Net income of discontinued operations, net of tax	—			8
Amortization of pension and postretirement actuarial losses	(3		)	(4		)
Net plant incident costs	—			(5		)
Restructuring, impairment and plant closing and transition costs	(9		)	(26		)
Net income (loss)	$	80		$	(13	)

(1) Adjusted EBITDA is defined as net income (loss) of Venator before interest, income tax from continuing operations, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments from net income (loss): (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations, net of tax; (d) amortization of pension and postretirement actuarial losses; (e) net plant incident costs; and (f) restructuring, impairment, and plant closing and transition costs.

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Discontinued Operations

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 15. Discontinued Operations

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

The following table summarizes the operations data for discontinued operations:

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

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General, Description of Business, Recent Developments and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

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

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

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

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

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Revenue (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table disaggregates our revenue by major geographical region for the three months ended March 31, 2018:

	For the Three Months Ended March 31, 2018
	Titanium Dioxide		Performance Additives		Total
North America	$	71	$	77	$	148
Europe	241		58		299
Asia	96		27		123
Other	48		4		52
Total Revenues	$	456	$	166	$	622

The following table disaggregates our revenue by major product line for the three months ended March 31, 2018:

	For the Three Months Ended March 31, 2018
	Titanium Dioxide		Performance Additives		Total
TiO2	$	456	$	—	$	456
Color Pigments	—		82		82
Functional Additives	—		41		41
Timber Treatment	—		37		37
Water Treatment	—		6		6
Total Revenues	$	456	$	166	$	622

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Inventories (Tables)

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Schedule of components of inventory

Inventories are stated at the lower of cost or market, with cost determined using first-in, first-out and average cost methods for different components of inventory. Inventories at March 31, 2018 and December 31, 2017 consisted of the following:

	March 31, 2018		December 31, 2017
Raw materials and supplies	$	157	$	149
Work in process	52		46
Finished goods	273		259
Total	$	482	$	454

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Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2018

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Schedule of financial information of VIE's

The revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities for the three months ended March 31, 2018 and 2017 are as follows:

	Three months ended March 31,
	2018	2017
Revenues	31	$	34
Income from continuing operations before income taxes	4	7
Net cash provided by operating activities	9	7

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Restructuring, Impairment and Plant Closing and Transition Costs (Tables)

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Schedule of accrued restructuring, impairment and plant closing costs by type of cost and initiative

As of March 31, 2018 and December 31, 2017, accrued restructuring and plant closing and transition costs by type of cost and initiative consisted of the following:

	Workforce reductions(1)			Other restructuring costs			Total(2)
Accrued liabilities as of December 31, 2017	$	34		$	—		$	34
2018 charges for 2017 and prior initiatives	2			4			6
2018 charges for 2018 initiatives	—			—			—
2018 payments for 2017 and prior initiatives	(6		)	(4		)	(10		)
2018 payments for 2018 initiatives	—			—			—
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of March 31, 2018	$	31		$	—		$	31

(1) The total workforce reduction reserves of $31 million relate to the termination of 195 positions, of which zero positions had been terminated as of March 31, 2018.

(2) Accrued liabilities remaining at March 31, 2018 and December 31, 2017 by year of initiatives were as follows:

Schedule of accrued liabilities by year of initiatives

	March 31, 2018		December 31, 2017
2016 initiatives and prior	$	8	$	9
2017 initiatives	23		25
2018 initiatives	—		—
Total	$	31	$	34

Schedule of details with respect to reserves for restructuring, impairment and plant closing costs, provided by segment and initiative

Details with respect to our reserves for restructuring, impairment and plant closing and transition costs are provided below by segment and initiative:

	Titanium Dioxide			Performance Additives			Total
Accrued liabilities as of December 31, 2017	$	30		$	4		$	34
2018 charges for 2017 and prior initiatives	6			—			6
2018 charges for 2018 initiatives	—			—			—
2018 payments for 2017 and prior initiatives	(9		)	(1		)	(10		)
2018 payments for 2018 initiatives	—			—			—
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of March 31, 2018	$	28		$	3		$	31
Current portion of restructuring reserves	17			3			20
Long-term portion of restructuring reserve	11			—			11

Schedule of cash and noncash restructuring charges by initiative

Details with respect to cash and noncash restructuring charges and impairment of assets for the three months ended March 31, 2018 and 2017 by initiative are provided below:

	Three months ended
	March 31, 2018
Cash charges	$	6
Accelerated depreciation	3
Total 2018 Restructuring, Impairment and Plant Closing and Transition Costs	$	9

	Three months ended
	March 31, 2017
Cash charges	$	23
Other noncash charges	3
Total 2017 Restructuring, Impairment and Plant Closing and Transition Costs	$	26

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Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of outstanding debt

Outstanding debt, net of debt issuance costs of $12 million, consisted of the following:

	March 31, 2018	December 31, 2017
Senior Notes	370	370
Term Loan Facility	366	367
Other	16	20
Total debt	752	757
Less: short-term debt and current portion of long-term debt	9	14
Total long-term debt	743	743

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Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings (loss) per share

Basic and diluted earnings (loss) per share are determined using the following information:

	Three months ended March 31,
	2018		2017
Numerator:
Basic and diluted income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	78	$	(24	)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	$	—	$	8
Basic and diluted net income (loss):
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	$	78	$	(16	)
Denominator:
Weighted average shares outstanding	106.4		106.3
Dilutive share-based awards	0.4		—
Total weighted average shares outstanding, including dilutive shares	106.8		106.3

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Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2018

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

Schedule of other comprehensive income (loss)

Other comprehensive income (loss) consisted of the following:

	Foreign currency translation adjustment(a)			Pension and other postretirement benefits adjustments net of tax(b)			Other comprehensive income of unconsolidated affiliates			Hedging Instruments			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2018	$	(6	)	$	(267	)	$	(5	)	$	(5	)	$	(283	)	$	—	$	(283	)
Other comprehensive income before reclassifications	57			—			—			(7		)	50			—		50
Tax benefit	—			—			—			—			—			—		—
Amounts reclassified from accumulated other comprehensive loss, gross(c)	—			3			—			—			3			—		3
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive income	57			3			—			(7		)	53			—		53
Ending balance, March 31, 2018	$	51		$	(264	)	$	(5	)	$	(12	)	$	(230	)	$	—	$	(230	)

	Foreign currency translation adjustment(d)			Pension and other postretirement benefits adjustments net of tax(e)			Other comprehensive income of unconsolidated affiliates			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2017	$	(112	)	$	(306	)	$	(5	)	$	(423	)	$	—	$	(423	)
Adjustments due to discontinued operations	3			—			—			3			—		3
Tax expense	—			—			—			—			—		—
Other comprehensive (loss) income before reclassifications	1			—			—			1			—		1
Tax expense	1			—			—			1			—		1
Amounts reclassified from accumulated other comprehensive loss, gross(c)	—			4			—			4			—		4
Tax benefit	—			—			—			—			—		—
Net current-period other comprehensive income	5			4			—			9			—		9
Ending balance, March 31, 2017	$	(107	)	$	(302	)	$	(5	)	$	(414	)	$	—	$	(414	)

(a) Amounts are net of tax of nil as of March 31, 2018 and January 1, 2018, each.

(b) Amounts are net of tax of $52 million as of March 31, 2018 and January 1, 2018, each.

(c) See table below for details about the amounts reclassified from accumulated other comprehensive loss.

(d) Amounts include a tax benefit of $1 million and nil as of March 31, 2017 and January 1, 2017, respectively.

(e) Amounts are net of tax of $56 million at March 31, 2017 and January 1, 2017, each.

Schedule of details about reclassifications from other comprehensive loss

	Three months ended March 31,				Affected line item in the statement
	2018		2017		where net income is presented
Details about Accumulated Other Comprehensive Loss Components(a):
Amortization of pension and other postretirement benefits:
Actuarial loss	$	3	$	4	(b)
Prior service credit	—		—		(b)
Total amortization	3		4		Total before tax
Income tax benefit	—		—		Income tax (expense) benefit
Total reclassifications for the period	$	3	$	4	Net of tax

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

(b) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs.

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Operating Segment Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of segments

The major product groups of each reportable operating segment are as follows:

Segment	Product Group
Titanium Dioxide	titanium dioxide
Performance Additives	functional additives, color pigments, timber treatment and water treatment chemicals

	Three months ended March 31,
	2018			2017
Revenues:
Titanium Dioxide	$	456		$	385
Performance Additives	166			152
Total	$	622		$	537
Segment adjusted EBITDA(1)
Titanium Dioxide	$	143		$	48
Performance Additives	24			21
	167			69
Corporate and other	(10		)	(20		)
Total	$	157		$	49
Reconciliation of adjusted EBITDA to net income (loss):
Interest expense	(13		)	(14		)
Interest income	3			2
Income tax (expense) benefit - continuing operations	(20		)	4
Depreciation and amortization	(34		)	(30		)
Net income attributable to noncontrolling interests	2			3
Other adjustments:
Business acquisition and integration expenses	(2		)	—
Separation expense, net	(1		)	—
Net income of discontinued operations, net of tax	—			8
Amortization of pension and postretirement actuarial losses	(3		)	(4		)
Net plant incident costs	—			(5		)
Restructuring, impairment and plant closing and transition costs	(9		)	(26		)
Net income (loss)	$	80		$	(13	)

(1) Adjusted EBITDA is defined as net income (loss) of Venator before interest, income tax from continuing operations, depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments from net income (loss): (a) business acquisition and integration expenses; (b) separation expense, net; (c) net income of discontinued operations, net of tax; (d) amortization of pension and postretirement actuarial losses; (e) net plant incident costs; and (f) restructuring, impairment, and plant closing and transition costs.

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Summarizes the financial data for discontinued operations

The following table summarizes the operations data for discontinued operations:

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

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General, Description of Business, Recent Developments and Basis of Presentation - Description of Business (Details)	3 Months Ended
	Mar. 31, 2018 facility segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments | segment	2
Number of titanium dioxide manufacturing facilities	8
Number of manufacturing and processing facilities	18

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General, Description of Business, Recent Developments and Basis of Presentation - Pori Fire (Details) € in Millions, $ in Millions			3 Months Ended			12 Months Ended
	Apr. 13, 2018 USD ($)	Apr. 13, 2018 EUR (€)	Mar. 31, 2018 USD ($)	Mar. 31, 2018 EUR (€)	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)
Description of Business
Insurance proceeds for business interruption, net of gain on recovery			$ 19		$ 0
Fire at titanium manufacturing facility in Pori, Finland
Description of Business
Retained deductibles for physical damage due to fire accident			$ 15
Retained deductibles for number of business interruption days			60 days	60 days
Aggregate insured limit			$ 500
Payment received from insurer			551	€ 468
Insurance proceeds for business interruption, net of gain on recovery			62	€ 52		$ 253	€ 225
Loss from write-off of fixed assets and lost inventory						31
Loss due to cleanup costs of facility			27			24
Fire at titanium manufacturing facility in Pori, Finland | Accrued Liabilities
Description of Business
Deferred income for costs not yet incurred			88			68
Fire at titanium manufacturing facility in Pori, Finland | Cost of Goods Sold
Description of Business
Payment received from insurer			$ 46			$ 189
Fire at titanium manufacturing facility in Pori, Finland | Subsequent Event
Description of Business
Payment received from insurer	$ 236	€ 191

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General, Description of Business, Recent Developments and Basis of Presentation - Basis of Presentation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Parent Company [Member] | Corporate allocations
RELATED PARTY TRANSACTIONS
Selling, general and administrative expenses	$ 0	$ 24,000,000

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Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase in cost of goods sold	$ 454	$ 465
Decrease in selling, general and administrative (includes corporate allocations from Huntsman Corporation of nil and $24, respectively)	(54)	(50)
Increase in operating income	2	$ 1
ASU No. 2017 07
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase in cost of goods sold	2
Decrease in selling, general and administrative (includes corporate allocations from Huntsman Corporation of nil and $24, respectively)	1
Increase in operating income	$ 1

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Revenue (Narrative) (Details)	3 Months Ended
	Mar. 31, 2018
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue payment term	30 days
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue payment term	90 days

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Revenue (Disaggregation of Revenue) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Disaggregation of Revenue [Line Items]
Revenue	$ 622
TiO2
Disaggregation of Revenue [Line Items]
Revenue	456
Color Pigments
Disaggregation of Revenue [Line Items]
Revenue	82
Functional Additives
Disaggregation of Revenue [Line Items]
Revenue	41
Timber Treatment
Disaggregation of Revenue [Line Items]
Revenue	37
Water Treatment
Disaggregation of Revenue [Line Items]
Revenue	6
North America
Disaggregation of Revenue [Line Items]
Revenue	148
Europe
Disaggregation of Revenue [Line Items]
Revenue	299
Asia
Disaggregation of Revenue [Line Items]
Revenue	123
Other
Disaggregation of Revenue [Line Items]
Revenue	52
Titanium Dioxide
Disaggregation of Revenue [Line Items]
Revenue	456
Titanium Dioxide | TiO2
Disaggregation of Revenue [Line Items]
Revenue	456
Titanium Dioxide | Color Pigments
Disaggregation of Revenue [Line Items]
Revenue	0
Titanium Dioxide | Functional Additives
Disaggregation of Revenue [Line Items]
Revenue	0
Titanium Dioxide | Timber Treatment
Disaggregation of Revenue [Line Items]
Revenue	0
Titanium Dioxide | Water Treatment
Disaggregation of Revenue [Line Items]
Revenue	0
Titanium Dioxide | North America
Disaggregation of Revenue [Line Items]
Revenue	71
Titanium Dioxide | Europe
Disaggregation of Revenue [Line Items]
Revenue	241
Titanium Dioxide | Asia
Disaggregation of Revenue [Line Items]
Revenue	96
Titanium Dioxide | Other
Disaggregation of Revenue [Line Items]
Revenue	48
Performance Additives
Disaggregation of Revenue [Line Items]
Revenue	166
Performance Additives | TiO2
Disaggregation of Revenue [Line Items]
Revenue	0
Performance Additives | Color Pigments
Disaggregation of Revenue [Line Items]
Revenue	82
Performance Additives | Functional Additives
Disaggregation of Revenue [Line Items]
Revenue	41
Performance Additives | Timber Treatment
Disaggregation of Revenue [Line Items]
Revenue	37
Performance Additives | Water Treatment
Disaggregation of Revenue [Line Items]
Revenue	6
Performance Additives | North America
Disaggregation of Revenue [Line Items]
Revenue	77
Performance Additives | Europe
Disaggregation of Revenue [Line Items]
Revenue	58
Performance Additives | Asia
Disaggregation of Revenue [Line Items]
Revenue	27
Performance Additives | Other
Disaggregation of Revenue [Line Items]
Revenue	$ 4

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Inventories (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials and supplies		$ 157	$ 149
Work in process		52	46
Finished goods		273	259
Total	[1]	$ 482	$ 454

[1] At March 31, 2018 and December 31, 2017, $9 and $5 of cash and cash equivalents, $6 and $7 of accounts receivable, (net), $1 and $2 of inventories, $5 each of property, plant and equipment, (net), $17 each of intangible assets, (net), $1 each of accounts payable, $3 and $4 of accrued liabilities, and $2 each of current portion of debt, respectively, from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 5. Variable Interest Entities."

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Variable Interest Entities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues	$ 622	$ 537
Income from continuing operations before income taxes	100	(25)
Net cash provided by operating activities	51	22
Consolidated VIE's
Revenues, income from continuing operations before income taxes and net cash provided by operating activities for our variable interest entities
Revenues	31	34
Income from continuing operations before income taxes	4	7
Net cash provided by operating activities	$ 9	$ 7
Pacific Iron Products
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage	50.00%
Viance
Identification of variable interest entities through investments and transactions
Variable interest entity ownership percentage	50.00%

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Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Restructuring and Plant Closing and Transition Costs by Type of Cost and Initiative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) position	Mar. 31, 2017 USD ($)
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	$ 34
Restructuring charges	6	$ 23
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	31
2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	6
Restructuring payments	(10)
2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	0
Restructuring charges	0
Restructuring payments	0
Accrued liabilities at the end of the period	0
Workforce reductions
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	34
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	$ 31
Number of positions terminated | position	195
Number of positions not terminated | position	0
Workforce reductions | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	$ 2
Restructuring payments	(6)
Workforce reductions | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	0
Restructuring payments	0
Other restructuring costs
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	0
Foreign currency effect on liability balance	0
Accrued liabilities at the end of the period	0
Other restructuring costs | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	4
Restructuring payments	(4)
Other restructuring costs | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	0
Restructuring payments	$ 0

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Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Accrued liabilities by initiatives
Accrued liabilities	$ 31	$ 34
2016 initiatives and prior
Accrued liabilities by initiatives
Accrued liabilities	8	9
2017 initiatives
Accrued liabilities by initiatives
Accrued liabilities	23	25
2018 charges for 2018 initiatives
Accrued liabilities by initiatives
Accrued liabilities	$ 0	$ 0

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Restructuring, Impairment and Plant Closing and Transition Costs - Reserves for Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	$ 34
Restructuring charges	6	$ 23
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	31
Current portion of restructuring reserves	20
Long-term portion of restructuring reserve	11
2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	6
Restructuring payments	(10)
2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	0
Restructuring charges	0
Restructuring payments	0
Accrued liabilities at the end of the period	0
Titanium Dioxide
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	30
Foreign currency effect on liability balance	1
Accrued liabilities at the end of the period	28
Current portion of restructuring reserves	17
Long-term portion of restructuring reserve	11
Titanium Dioxide | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	6
Restructuring payments	(9)
Titanium Dioxide | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	0
Restructuring payments	0
Performance Additives
Accrued restructuring costs roll forward
Accrued liabilities as of December 31, 2017	4
Foreign currency effect on liability balance	0
Accrued liabilities at the end of the period	3
Current portion of restructuring reserves	3
Long-term portion of restructuring reserve	0
Performance Additives | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	0
Restructuring payments	(1)
Performance Additives | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	0
Restructuring payments	$ 0

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Restructuring, Impairment and Plant Closing and Transition Costs - Cash and Noncash Restructuring Charges (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2018 USD ($) position	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2014 position
Restructuring, impairment and plant closing costs
Cash charges	$ 6,000,000	$ 23,000,000
Accelerated depreciation	3,000,000
Other noncash charges		3,000,000
Total restructuring, impairment and plant closing and Transition costs	9,000,000	$ 26,000,000
St. Louis And Easton
Restructuring, impairment and plant closing costs
Cash charges	3,000,000
St. Louis And Easton | Forecast
Restructuring, impairment and plant closing costs
Accelerated depreciation			$ 11,000,000
Titanium Dioxide | South Africa
Restructuring, impairment and plant closing costs
Cash charges	1,000,000
Additional restructuring charges remaining	13,000,000
Titanium Dioxide | Calais, France
Restructuring, impairment and plant closing costs
Cash charges	5,000,000
Additional restructuring charges remaining	$ 50,000,000
Workforce reductions
Restructuring, impairment and plant closing costs
Number of positions terminated | position	195
Workforce reductions | Titanium Dioxide And Performance Additives
Restructuring, impairment and plant closing costs
Cash charges	$ 0
Number of positions terminated | position				900

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Debt - Outstanding Debt (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Debt
Debt issuance costs		$ 12
Total debt		752	$ 757
Less: short-term debt and current portion of long-term debt	[1]	9	14
Total long-term debt		743	743
Senior Notes
Debt
Total debt		370	370
Term Loan Facility
Debt
Total debt		366	367
Other
Debt
Total debt		$ 16	$ 20

[1] At March 31, 2018 and December 31, 2017, $9 and $5 of cash and cash equivalents, $6 and $7 of accounts receivable, (net), $1 and $2 of inventories, $5 each of property, plant and equipment, (net), $17 each of intangible assets, (net), $1 each of accounts payable, $3 and $4 of accrued liabilities, and $2 each of current portion of debt, respectively, from consolidated variable interest entities are included in the respective balance sheet captions above. See "Note 5. Variable Interest Entities."

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Debt - Narrative (Details) - USD ($)			3 Months Ended
	Aug. 08, 2017	Jul. 14, 2017	Mar. 31, 2017	Mar. 31, 2018	Dec. 31, 2017
Huntsman International | A/R Programs
Debt
Losses on the A/R Programs			$ 1,000,000
Senior Notes
Debt
Fair value of debt instruments				$ 376,000,000	$ 396,000,000
Stated interest rate as a percentage		5.75%
Senior Notes | Prior to July 15 2020
Debt
Redemption price as a percentage		100.00%
Maximum aggregate principal amount not greater than net cash proceeds of certain equity offerings		40.00%
Net cash proceeds of equity offerings as a percentage of principal amount		105.75%
Senior Notes | Occurrence Certain Change Of Control Events
Debt
Redemption price as a percentage		101.00%
Senior Credit Facilities
Debt
Aggregate principal amount	$ 675,000,000
Term Loan Facility
Debt
Fair value of debt instruments				$ 376,000,000	$ 378,000,000
Aggregate principal amount	$ 375,000,000
Maturity term	7 years
Amortization of line of credit facility as a percentage of principal amount	1.00%
Term Loan Facility | Federal funds rate
Debt
Interest rate basis as a percentage	0.50%
Term Loan Facility | LIBOR
Debt
Interest rate basis as a percentage	1.00%
Reference rate	one-month adjusted LIBOR
ABL facility
Debt
Maximum borrowing capacity commitment	$ 300,000,000
Maturity term	5 years
ABL facility | LIBOR | Minimum
Debt
Interest rate basis as a percentage	150.00%
ABL facility | LIBOR | Maximum
Debt
Interest rate basis as a percentage	200.00%
Senior Notes and Term Loan Facility
Debt
Weighted average interest rate (as a percent)				5.00%	5.00%

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Derivative Instruments and Hedging Activities (Details) € in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($) DerivativeInstrument	Dec. 31, 2017 EUR (€) DerivativeInstrument
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Hedging instruments	$ (7,000,000)	$ 0
Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Accumulated other comprehensive loss expected to be reclassified to earnings	0
Cross currency interest rate contracts | Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Number of derivative instruments held | DerivativeInstrument			3	3
Notional amounts | €				€ 169
Fixed percentage to be paid under the hedge			3.43%	3.43%
Hedging instruments	(7,000,000)
Cross currency interest rate contracts | Designated as Hedges | Other long-term liabilities
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Fair value of the hedge	12,000,000		$ 5,000,000
Forward foreign currency contracts | Not Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional amounts	$ 101,000,000		$ 109,000,000
Maturity period of spot or forward exchange rate contracts	1 month

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Income Tax
Income tax (expense) benefit	$ (20)	$ 4
Aggregate income tax future payments required per Tax Matters Agreement, Tax Cuts and Jobs Act of 2017			$ 34
Net deferred tax asset, Tax Cuts and Jobs Act of 2017			3
United States
Income Tax
Deferred tax asset due to basis step up			$ 36

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Earnings (Loss) Per Share (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Basic and diluted income (loss) from continuing operations:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	$ 78	$ (24)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	0	8
Basic and diluted net income (loss):
Net income (loss) attributable to Venator	$ 78	$ (16)
Denominator:
Weighted average shares outstanding (shares)	106.4	106.3
Dilutive share-based awards (shares)	0.4	0.0
Total weighted average shares outstanding, including dilutive shares (shares)	106.8	106.3

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Commitments and Contingencies (Details) - state		3 Months Ended
	Jun. 13, 2016	Mar. 31, 2018
State Antitrust Claims
LEGAL MATTERS
Number of states in which Plaintiffs have raised claims		15
Consumer Protection Claims
LEGAL MATTERS
Number of states in which Plaintiffs have raised claims		9
Number of states in which claim was dismissed	1
Unjust Enrichment Claims
LEGAL MATTERS
Number of states in which Plaintiffs have raised claims		16

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Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
Capital expenditures for EHS matters	$ 1	$ 3
Environmental reserves	$ 12		$ 12

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Other Comprehensive Income (Loss) - Other Comprehensive Income (Loss) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Components of other comprehensive loss
Balance at the beginning of the period	$ 1,105,000,000	$ 177,000,000	$ 177,000,000
Amounts attributable to noncontrolling interests	10,000,000
Amounts attributable to Venator	1,095,000,000
Amounts reclassified from accumulated other comprehensive loss, gross	3,000,000	4,000,000
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	53,000,000	9,000,000
Amounts attributable to noncontrolling interests	10,000,000		10,000,000
Amounts attributable to Venator	1,227,000,000		1,095,000,000
Balance at the end of the period	1,237,000,000	277,000,000	1,105,000,000	$ 177,000,000
Total
Components of other comprehensive loss
Balance at the beginning of the period	(283,000,000)	(423,000,000)	(423,000,000)
Adjustments due to discontinued operations		3,000,000
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	50,000,000	1,000,000
Tax expense		(1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	3,000,000	4,000,000
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	53,000,000	9,000,000
Balance at the end of the period	(230,000,000)	(414,000,000)	(283,000,000)	(423,000,000)
Foreign currency translation adjustment
Components of other comprehensive loss
Balance at the beginning of the period	(6,000,000)	(112,000,000)	(112,000,000)
Adjustments due to discontinued operations		3,000,000
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	57,000,000	1,000,000
Tax expense		(1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	57,000,000	5,000,000
Balance at the end of the period	51,000,000	(107,000,000)	(6,000,000)	(112,000,000)
Foreign currency translation adjustment, tax	0	1,000,000	0	0
Pension and other postretirement benefits adjustments, net of tax
Components of other comprehensive loss
Balance at the beginning of the period	(267,000,000)	(306,000,000)	(306,000,000)
Adjustments due to discontinued operations		0
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	0	0
Tax expense		0
Amounts reclassified from accumulated other comprehensive loss, gross	3,000,000	4,000,000
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	3,000,000	4,000,000
Balance at the end of the period	(264,000,000)	(302,000,000)	(267,000,000)	(306,000,000)
Pension and other postretirement benefits adjustments, tax	52,000,000	56,000,000	52,000,000	56,000,000
Other comprehensive income of unconsolidated affiliates
Components of other comprehensive loss
Balance at the beginning of the period	(5,000,000)	(5,000,000)	(5,000,000)
Adjustments due to discontinued operations		0
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	0	0
Tax expense		0
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	0	0
Balance at the end of the period	(5,000,000)	(5,000,000)	(5,000,000)	(5,000,000)
Hedging Instruments
Components of other comprehensive loss
Balance at the beginning of the period	(5,000,000)
Tax expense	0
Other comprehensive (loss) income before reclassifications	(7,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	0
Tax benefit	0
Total other comprehensive income (loss), net of tax	(7,000,000)
Balance at the end of the period	(12,000,000)		(5,000,000)
Amounts attributable to noncontrolling interests
Components of other comprehensive loss
Balance at the beginning of the period	10,000,000	12,000,000	12,000,000
Amounts attributable to noncontrolling interests	0	0	0
Adjustments due to discontinued operations		0
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	0	0
Tax expense		0
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	0	0
Amounts attributable to noncontrolling interests	0	0	0	0
Balance at the end of the period	10,000,000	13,000,000	10,000,000	12,000,000
Amounts attributable to Venator
Components of other comprehensive loss
Balance at the beginning of the period	(283,000,000)	(423,000,000)	(423,000,000)
Amounts attributable to Venator	(283,000,000)	(423,000,000)	(423,000,000)
Adjustments due to discontinued operations		3,000,000
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	50,000,000	1,000,000
Tax expense		(1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	3,000,000	4,000,000
Tax benefit	0	0
Total other comprehensive income (loss), net of tax	53,000,000	9,000,000
Amounts attributable to Venator	(230,000,000)	(414,000,000)	(283,000,000)	(423,000,000)
Balance at the end of the period	$ (230,000,000)	$ (414,000,000)	$ (283,000,000)	$ (423,000,000)

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Other Comprehensive Income (Loss) - Reclassifications (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Reclassification from accumulated other comprehensive loss
Total before tax	$ 3	$ 4
Income tax (expense) benefit	0	0
Net of tax	3	4
Pension and other postretirement benefits adjustments, net of tax
Reclassification from accumulated other comprehensive loss
Total before tax	3	4
Income tax (expense) benefit	0	0
Actuarial loss
Reclassification from accumulated other comprehensive loss
Total before tax	3	4
Prior service credit
Reclassification from accumulated other comprehensive loss
Total before tax	$ 0	$ 0

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Operating Segment Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) segment	Mar. 31, 2017 USD ($)
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment	2
Revenues:
Revenues	$ 622	$ 537
Segment Adjusted EBITDA
Segment adjusted EBITDA	157	49
Reconciliation of adjusted EBITDA to net income (loss):
Interest expense	(13)	(14)
Interest income	3	2
Income tax (expense) benefit - continuing operations	(20)	4
Depreciation and amortization	(34)	(30)
Net income attributable to noncontrolling interests	2	3
Other adjustments:
Business acquisition and integration expenses	(2)	0
Separation expense (gain), net	(1)	0
Net income of discontinued operations, net of tax	0	8
Amortization of pension and postretirement actuarial losses	(3)	(4)
Net plant incident costs	0	(5)
Restructuring, impairment and plant closing and transition costs	(9)	(26)
Net income (loss)	80	(13)
Titanium Dioxide
Revenues:
Revenues	456	385
Performance Additives
Revenues:
Revenues	166	152
Corporate and other
Segment Adjusted EBITDA
Segment adjusted EBITDA	(10)	(20)
Operating segments
Segment Adjusted EBITDA
Segment adjusted EBITDA	167	69
Operating segments | Titanium Dioxide
Segment Adjusted EBITDA
Segment adjusted EBITDA	143	48
Operating segments | Performance Additives
Segment Adjusted EBITDA
Segment adjusted EBITDA	$ 24	$ 21

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Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
Net income from discontinued operations	$ 0	$ 8,000,000
Other businesses [Member] | Discontinued Operations, Disposed of by Means Other than Sale
Revenues:
Trade sales, services and fees, net	0	15,000,000
Related party sales	0	17,000,000
Total revenues	0	32,000,000
Cost of goods sold	0	26,000,000
Selling, general and administrative (includes corporate allocations of nil and $2, respectively)	0	(7,000,000)
Restructuring, impairment and plant closing costs	0	1,000,000
Other income, net	0	1,000,000
Total operating expenses	0	(5,000,000)
Income from discontinued operations before tax	0	11,000,000
Income tax expense	0	(3,000,000)
Net income from discontinued operations	0	8,000,000
Other businesses [Member] | Corporate allocations | Discontinued Operations, Disposed of by Means Other than Sale
Revenues:
Selling, general and administrative (includes corporate allocations of nil and $2, respectively)	$ 0	$ 2,000,000