10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10‑K

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

For the fiscal year ended December 31, 2018

OR

¨ TRANSITION 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Ordinary Shares, $0.001 Par Value per Share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES ¨ NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

YES ¨ NO þ

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 ¨

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

YES þ NO ¨

Indicated by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. þ

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 þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth 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. ¨

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

YES ¨ NO þ

The aggregate market value of the ordinary shares held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing price of $16.36 on June 29, 2018 reported by the New York Stock Exchange) was approximately $811,784,378.

As of February 12, 2019, the registrant had outstanding 106,521,304 ordinary shares, $0.001 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant’s Definitive Proxy Statement for the 2019 Annual General Meeting of Shareholders may be incorporated by reference into Part III of this Form 10‑K. Alternatively, we may include such information in an amendment to this annual report on Form 10-K.

VENATOR MATERIALS PLC AND SUBSIDIARIES

2018 ANNUAL REPORT ON FORM 10‑K

TABLE OF CONTENTS

		Page
GENERAL		2
NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	17
ITEM 1B.	UNRESOLVED STAFF COMMENTS	17
ITEM 2.	PROPERTIES	38
ITEM 3.	LEGAL PROCEEDINGS	39
ITEM 4.	MINE SAFETY DISCLOSURES	40
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	41
ITEM 6.	SELECTED FINANCIAL DATA	42
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	61
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	62
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	109
ITEM 9A.	CONTROLS AND PROCEDURES	109
ITEM 9B.	OTHER INFORMATION	111
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	112
ITEM 11.	EXECUTIVE COMPENSATION	112
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	112
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	112
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	112
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	113
	SIGNATURES	117

1

GENERAL

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 former parent company, and its subsidiaries, (3) all references to the “Titanium Dioxide” segment or business refer to the titanium dioxide ("TiO₂") business of Venator, or, as the context requires, the historical Pigments and Additives segment of Huntsman and the related operations and assets, liabilities and obligations, (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) all references to HHN refer to Huntsman (Holdings) Netherlands B.V., a wholly-owned subsidiary of Huntsman and the largest holder of our ordinary shares, (8) we refer to the internal reorganization prior to our initial public offering on August 3, 2017 (the "IPO"), the separation transactions initiated to separate the Venator business from Huntsman’s other businesses, including the entry into and effectiveness of the separation agreement and ancillary agreements, and the Senior Credit Facilities (defined below) and Senior Notes (defined below), including the use of the net proceeds of the Senior Credit Facilities and the Senior Notes, which were used to repay intercompany debt we owed to Huntsman and to pay related fees and expenses, as the “separation,” which occurred on August 8, 2017, and (9) the “Rockwood acquisition” refers to Huntsman’s acquisition of the performance and additives and TiO₂ businesses of Rockwood Holdings, Inc. (“Rockwood”) completed on October 1, 2014.

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 TiO₂ product applications;

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

• our ability to successfully transfer production of certain specialty and differentiated products from our Pori, Finland manufacturing facility to other sites within our manufacturing network;

• economic conditions and regulatory changes following the likely exit of the United Kingdom (the “U.K.”) from the EU;

• increased manufacturing regulations for some of our products, including the outcome of the pending potential classification of TiO₂ as a carcinogen in the European Union (“EU”) or any increased regulatory scrutiny;

2

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

• fluctuations in currency exchange rates and tax rates;

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

• our ability to realize financial and operational benefits from our business improvement plans and initiatives;

• changes to laws, regulations or the interpretation thereof;

• significant investments associated with 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;

• our ability to successfully defend legal claims against us, or to pursue legal claims against third parties;

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

• our ability to comply with expanding data privacy regulations;

• failure to maintain effective internal controls over financial reporting and disclosure;

• our indemnification of Huntsman and other commitments and contingencies;

• financial difficulties and related problems experienced by our customers, vendors, suppliers and other business partners;

• failure to enforce our intellectual property rights;

• our ability to effectively manage our labor force;

• 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 set forth in the “Part I. Item 1A. Risk Factors.”

3

PART I

ITEM 1. BUSINESS

Overview

We are a leading global manufacturer and marketer of chemical products that improve the quality of life for downstream consumers and promote a sustainable future. Our products comprise a broad range of innovative chemicals and formulations that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO₂ business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We are a leading global producer in many of our key product lines, including TiO₂, color pigments and functional additives, a leading North American producer of timber treatment products and a leading European producer of water treatment products. We operate 24 manufacturing facilities, employ approximately 4,300 associates worldwide and sell our products in more than 110 countries.

We operate in a variety of end markets, including industrial and architectural coatings, construction materials, plastics, paper, printing inks, pharmaceuticals, food, cosmetics, fibers and films and personal care. Within these end markets, our products serve approximately 4,800 customers globally. Our production capabilities allow us to manufacture a broad range of functional TiO₂ products as well as specialty TiO₂ products that provide critical performance for our customers and sell at a premium for certain end-use applications. Our color pigments, functional additives and timber treatment products provide essential properties for our customers’ end-use applications by enhancing the color and appearance of construction materials and delivering performance benefits in other applications such as corrosion and fade resistance, water repellence and flame suppression. We believe that our global footprint and broad product offerings differentiate us from our competitors and allow us to better meet our customers’ needs.

For the year ended December 31, 2018, we had total revenues of $2,265 million. Adjusted EBITDA for the year ended December 31, 2018 was $436 million, comprised of $417 million from our Titanium Dioxide segment and $62 million from our Performance Additives segment.

Our Titanium Dioxide and Performance Additives segments have been transformed in recent years and we have a well-established position in each of the industries in which we operate. We continue to implement additional business improvements within our Titanium Dioxide and Performance Additives businesses which will continue to provide incremental improvements in our earnings as these programs are achieved.

The table below summarizes the key products, end markets and applications, representative customers, revenues and sales information by segment as of December 31, 2018.

4

For additional information about our business segments, including related financial information, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 25. Operating Segment Information” and “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Recent Developments

Potential Acquisition of Tronox European Paper Laminates Business

On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed.

Pori Fire

5

On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland, experienced fire damage. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. During the twelve months ended December 31, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO₂ manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. We currently plan to transfer certain technology and the production of select product grades, namely for inks, cosmetics, pharmaceutical and food grade applications, from Pori to other sites within our network. In addition, and as market conditions warrant, we intend to strengthen the existing manufacturing network by increasing its efficiency and by providing greater manufacturing flexibility. Please see "Part II, Item 1A. Risk Factors-Risks Relating to our Business-We may be unsuccessful in our announced intentions to close the Pori, Finland site and transfer specialty and differentiated production to other sites within our manufacturing network within the anticipated timeframe and we may not experience the full anticipated benefits of our transfer and strengthen program."

Our Business

We manufacture TiO₂, functional additives, color pigments, timber treatment and water treatment products. Our broad product range, coupled with our ability to develop and supply specialized products into technically exacting end-use applications, has positioned us as a leader in the markets we serve. We are a leader in the specialty and differentiated TiO₂ industry segments, which includes products that sell at a premium and have more stable margins. We also have complementary functional additives, color pigments, timber treatment and water treatment businesses. We have 24 manufacturing facilities operating in 10 countries with a total nameplate production capacity of approximately 1.2 million metric tons per year. We operate eight TiO₂ manufacturing facilities in Europe, North America and Asia and 16 color pigments, functional additives, water treatment and timber treatment manufacturing and processing facilities in Europe, North America, Asia and Australia. For the year ended December 31, 2018, our revenues were $2,265 million.

Titanium Dioxide Segment

TiO₂ is derived from titanium-bearing ores and is a white inert pigment that provides whiteness, opacity and brightness to thousands of everyday items, including coatings, plastics, paper, printing inks, fibers, food and personal care products. We own a portfolio of brands including the TIOXIDE®, HOMBITAN®, HOMBITEC®, UVTITAN® and ALTIRIS® ranges, which are produced in our eight manufacturing facilities around the globe. We service over 1,600 customers in most major industries and geographic regions. Our global manufacturing footprint allows us to service the needs of both local and global customers, including A. Schulman, AkzoNobel, Ampacet, BASF, Clariant, DSM, Flint, PPG, PolyOne, Sherwin-Williams and Sun Chemical.

We are among the largest global TiO₂ producers, with nameplate production capacity of approximately 652,000 metric tons per year. We are able to manufacture a broad range of TiO₂ products for functional, differentiated and specialty applications. Our specialty and differentiated product grades generally sell at a premium into more specialized applications such as fibers, catalysts, food, pharmaceuticals and cosmetics.

There are two manufacturing processes for the production of TiO₂; the sulfate process and the chloride process. We believe that the chloride process accounts for approximately 45% of global production capacity. Most end-use applications can use pigments produced by either process, although there are markets that prefer pigment from a specific manufacturing route—for example, the inks market prefers sulfate products and the automotive coatings market prefers chloride products. Regional customers typically favor products that are available locally. The sulfate process produces TiO₂ in both the rutile and anatase forms, the latter being used in certain high-value specialty applications. Our production capabilities are distinguished from some of our competitors because of our ability to manufacture TiO₂ using both sulfate and chloride manufacturing processes, which gives us the flexibility to tailor our products to meet our customers’ needs. By operating both sulfate and chloride processes, we also have the ability to use a wide range of titanium feedstocks, which enhances the competitiveness of our manufacturing operations, by providing flexibility in the selection of raw materials. This helps insulate us from price fluctuations for any particular feedstock and allows us to manage our raw material costs. 

6

Once an intermediate TiO₂ pigment has been produced using either the chloride or sulfate process, it is “finished” into a product with specific performance characteristics for particular end-use applications. Co-products from both processes require treatment prior to disposal to comply with environmental regulations. In order to reduce our disposal costs and to increase our cost competitiveness, we have developed and marketed the co-products of our Titanium Dioxide segment. We sell approximately 60% of the co-products generated by our business.

We have an established broad customer base and have successfully differentiated ourselves by establishing ourselves as a market leader in a variety of niche market segments where the innovation and specialization of our products is rewarded with higher growth prospects and strong customer relationships.

	Rutile TiO2	Anatase TiO2	Nano TiO2
Characteristics	Most common form of TiO2. Harder and more durable crystal	Softer, less abrasive pigment, preferred for some specialty applications	Very small particles of either rutile or anatase TiO2 (typically less than 100nm in diameter)
Applications	Coatings, printing inks, PVC window frames, plastic masterbatches	Cosmetics, pharmaceuticals, food, polyester fibers, polyamide fibers	Catalysts and cosmetics

Performance Additives Segment

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

	Barium and Zinc Additives
Characteristics	Specialty pigments and fillers based on barium and zinc chemistry
Applications	Coatings, films, paper and glass fiber reinforced plastics

Color Pigments. We are a leading global producer of colored inorganic pigments for the construction, coatings, plastics and specialty markets. We are one of three global leaders in the manufacture and processing of liquid, powder and granulated forms of iron oxide color pigments. We also sell natural and synthetic inorganic pigments and metal carboxylate driers. The cost effectiveness, weather resistance, chemical and thermal stability and coloring strength of iron oxide make it an ideal colorant for construction materials, such as concrete, brick and roof tile, and for coatings and plastics. We produce a wide range of color pigments and are the world’s second largest manufacturer of technical grade ultramarine blue pigments, which have a unique blue shade and are widely used to correct colors, giving them a desirable clean, blue undertone. These attributes have resulted in ultramarine blue being used world-wide for polymeric applications such as construction plastics, food packaging, automotive polymers, consumer plastics, coatings and cosmetics.

Our products are sold under a portfolio of brands that are targeted to the construction sector such as DAVIS COLORS®, GRANUFIN® and FERROXIDE® and the following brands HOLLIDAY PIGMENTS, COPPERAS RED® and MAPICO® focused predominantly on the coatings and plastics sectors.

Our products are also used by manufacturers of colorants, rubber, paper, cosmetics, pet food, digital ink, toner and other industrial uses delivering benefits in other applications such as corrosion protection and catalysis.

Our construction customers value our broad product range and benefit from our custom blending, color matching and color dosing systems. Our coatings customers benefit from a consistent and quality product.

7

	Iron Oxides	Ultramarines	Specialty Inorganic Chemicals	Driers
Characteristics	Powdered, granulated or in liquid form are synthesized using a range of feedstocks	Range of ultramarine blue and violet and also manganese violet pigments	Complex inorganic pigments and cadmium pigments	A range of metal carboxylates and driers
Applications	Construction, coatings, plastics, cosmetics, inks, catalyst and laminates	Predominantly used in plastics, coatings and cosmetics	Coatings, plastics and inks	Predominantly coatings

Iron oxide pigment’s cost effectiveness, weather resistance, chemical and thermal stability and coloring strength make it an ideal colorant for construction materials, such as concrete, brick and roof tile, and for coatings such as paints and plastics. We are one of the three largest synthetic inorganic color pigments producers which together represent more than 50% of the global market for iron oxide pigments. The remaining market share consists primarily of competitors based in China.

Made from clay, our ultramarine blue pigments are non-toxic, weather resistant and thermally stable. Ultramarine blue is used world-wide for food contact applications and is used extensively in plastics and the paint industry. Our synthetic ultramarines are permitted for unrestricted use in certain cosmetics applications. We focus on supplying our customers with technical grade ultramarine blues and violets to high specification markets such as the cosmetics industry.

Copperas, iron and alkali are raw materials for the manufacture of iron oxide pigments. They are used to produce colored pigment particles which are further processed into a finished pigment in powder, liquid, granule or blended powder form.

Timber Treatment and Water Treatment. We manufacture wood protection chemicals used primarily in residential and commercial applications to prolong the service life of wood through protection from decay and fungal or insect attack. Wood that has been treated with our products is sold to consumers through major branded retail outlets.

We manufacture our timber treatment chemicals in the U.S. and market our products primarily in North America through Viance, LLC (“Viance”), our 50%-owned joint venture with Dow Chemical (now “DowDuPont”). Our residential construction products such as ACQ, ECOLIFE™ and Copper Azole are sold for use in decking, fencing and other residential outdoor wood structures. Our industrial construction products such as Chromated Copper Arsenate are sold for use in telephone poles and salt water piers and pilings.

We manufacture our water treatment chemicals in Germany, and these products are used to improve water purity in industrial, commercial and municipal applications. We are one of Europe’s largest suppliers of polyaluminium chloride-based flocculants with approximately 140,000 metric tons of production capacity. Our main markets are municipal and industrial waste water treatment and the paper industry.

Customers, Sales, Marketing and Distribution

Titanium Dioxide Segment

8

We serve over 1,600 customers through our Titanium Dioxide segment. These customers produce paints and coatings, plastics, paper, printing inks, fibers and films, pharmaceuticals, food and cosmetics.

Our ten largest customers accounted for 21% of the segment’s sales in 2018 and no single TiO₂ customer represented more than 10% of our sales in 2018. Approximately 85% of our TiO₂ sales are made directly to customers through our own global sales and technical services network. This network enables us to work directly with our customers and develop a deep understanding of our customers’ needs and to develop valuable relationships. The remaining 15% of sales are made through our distribution network. We maximize the reach of our distribution network by utilizing specialty distributors in selected markets.

Larger customers are typically served via our own sales network and these customers often have annual volume targets with associated pricing mechanisms. Smaller customers are served through a combination of our global sales teams and a distribution network, and the route to market decision is often dependent upon customer size and end application.

Our focus is on marketing products and services to higher growth and higher value applications. For example, we believe that our Titanium Dioxide segment is well-positioned to benefit from growth sectors, such as fibers and films, catalysts, cosmetics, pharmaceuticals and food, where customers’ needs are complex resulting in fewer companies that have the capability to support them. We maximize reach through specialty distributors in selected markets. Our focused sales effort, technical expertise, strong customer service and local manufacturing presence have allowed us to achieve leading market positions in a number of the countries where we manufacture our products.

Performance Additives Segment

We serve over 3,500 customers through our Performance Additives segment. These customers produce materials for the construction industry, as well as coatings, plastics, pharmaceutical, personal care and catalyst applications.

Our ten largest customers accounted for 20% of the segment’s sales in 2018 and no single Performance Additives customer represented more than 10% of our sales in 2018. Performance Additives segment sales are made directly to customers through our own global sales and technical services network, in addition to utilizing specialty distributors. Our focused sales effort, technical expertise, strong customer service and local manufacturing presence have allowed us to achieve leading market positions in a number of the countries where we manufacture our products. We sell iron oxides primarily through our global sales force whereas our ultramarine sales are predominantly through specialty distributors. We sell the majority of our timber treatment products directly to end customers via our joint venture Viance.

Manufacturing and Operations

Titanium Dioxide Segment

As of December 31, 2018, our Titanium Dioxide segment had eight manufacturing facilities operating in seven countries with a total nameplate production capacity of approximately 652,000 metric tons per year.

	Annual Capacity (metric tons)
		North America
Product Area	EAME(1)		APAC(2)	Total
TiO2	517,000	75,000	60,000	652,000

(1) “EAME” refers to Europe, Africa and the Middle East.

(2) “APAC” refers to the Asia-Pacific region including India.

Production capacities of seven of our TiO₂ manufacturing facilities are listed below. Approximately 80% of our TiO₂ capacity is in Western Europe.

9

	Annual Capacity (metric tons)
		North America
Site	EAME(1)		APAC	Total	Process
Greatham, U.K.	150,000			150,000	Chloride TiO2
Uerdingen, Germany	107,000			107,000	Sulfate TiO2
Duisburg, Germany	100,000			100,000	Sulfate TiO2
Huelva, Spain	80,000			80,000	Sulfate TiO2
Scarlino, Italy	80,000			80,000	Sulfate TiO2
Lake Charles, Louisiana(2)		75,000		75,000	Chloride TiO2
Teluk Kalung, Malaysia			60,000	60,000	Sulfate TiO2
Total	517,000	75,000	60,000	652,000

(1) Excludes a sulfate plant in Umbogintwini, South Africa, which closed in the fourth quarter of 2016, our TiO₂ finishing plant in Calais, France which was closed in the fourth quarter of 2017, and our TiO₂ plant in Pori, Finland, closure of which was announced in the third quarter of 2018 and which currently has an annual finishing capacity of up to 25,000 metric tons.

(2) This facility is owned and operated by Louisiana Pigment Company L.P. (“LPC”), a manufacturing joint venture that is owned 50% by us and 50% by Kronos Worldwide, Inc. (“Kronos”). The capacity shown reflects our 50% interest in LPC.

Performance Additives Segment

As of December 31, 2018, our Performance Additives segment had 16 manufacturing facilities operating in seven countries with a total nameplate production capacity of approximately 525,000 metric tons per year.

	Annual Capacity (metric tons)
		North America(1)
Product Area	EAME		APAC	Total
Functional additives	100,000			100,000
Color pigments	85,000	40,000	20,000	145,000
Timber treatment		140,000		140,000
Water treatment	140,000			140,000
Total	325,000	180,000	20,000	525,000

(1) Excludes color pigments plants in St. Louis, Missouri, Easton, Pennsylvania, and Beltsville, Maryland which were closed in the fourth quarter of 2017, second quarter of 2018, and fourth quarter of 2018, respectively.

Joint Ventures

LPC is our 50%-owned joint venture with Kronos. We share production offtake and operating costs of the plant with Kronos, though we market our share of the production independently. The operations of the joint venture are under the direction of a supervisory committee on which each partner has equal representation. Our investment in LPC is accounted for using the equity method.

Viance is our 50%-owned joint venture with DowDuPont. Viance markets our timber treatment products. Our joint venture interest in Viance was acquired as part of the Rockwood acquisition. 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 and as a result, we consolidate the assets, liabilities and operating results of Viance into our consolidated financial statements.

Pacific Iron Products Sdn Bhd ("PIP") is our 50%-owned joint venture with Coogee Chemicals Pty. Ltd. 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.

10

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. We concluded that we are the primary beneficiary and as a result we consolidate the assets, liabilities and operating results of PIP into our consolidated financial statements.

Raw Materials

Titanium Dioxide Segment

The primary raw materials that are used to produce TiO₂ are various types of titanium feedstock, which include ilmenite, rutile, titanium slag (chloride slag and sulfate slag) and synthetic rutile. The world market for titanium-bearing ores has a diverse range of suppliers with the four largest accounting for approximately 40% of global supply. The majority of our titanium-bearing ores are sourced from Canada, Africa, Norway and India. Ore accounts for approximately 50% of TiO₂ variable manufacturing costs, while utilities (electricity, gas and steam), sulfuric acid and chlorine collectively account for approximately 32% of variable manufacturing costs.

The majority of the titanium-bearing ores market is transacted on short-term contracts, or longer-term volume contracts with market-based pricing re-negotiated several times per year. This form of market-based ore contract provides flexibility and responsiveness in terms of pricing and quantity obligations. We expect that there may be increases in raw material costs in our Titanium Dioxide segment in the near term.

Performance Additives Segment

Our primary raw materials for our Performance Additives segment are as follows:

	Functional Additives	Color Pigments	Timber Treatment	Water Chemicals
Primary raw materials	Barium and zinc based inorganics	Iron oxide particles, scrap iron, copperas, alkali	DCOIT, copper, monoethanolamine	Aluminum oxide

The primary raw materials for functional additives production are barite and zinc. We currently source material barite from China, where we have long standing supplier relationships and pricing is negotiated largely on a purchase by purchase basis. The quality of zinc required for our business is mainly mined in Australia but can also be sourced from Canada and South America. The majority of our zinc is sourced from two key suppliers with whom we have long standing relationships.

We source our raw material for the majority of our color pigments business from China, the U.S., France and Italy. Key raw materials are iron powder and metal scrap that are sourced from various mid-size and smaller producers primarily on a spot contract basis.

The primary raw materials for our timber treatment business are dichloro-octylisothiazolinone (“DCOIT”) and copper. We source the raw materials for the majority of our timber treatment business from China and the U.S. DCOIT is sourced on a long-term contract whereas copper is procured from various mid-size and larger producers primarily on a spot contract basis.

The primary raw materials for our water treatment business are aluminum hydroxide, hydrochloric acid and nitric acid, which are widely available from a number of sources and typically sourced through long-term contracts. We also use sulfuric acid which we source internally.

Competition

The global markets in which our business operates are highly competitive and vary according to segment.

Titanium Dioxide Segment

Competition within the functional grade TiO₂ market is based on price, product quality and service. Our key competitors are The Chemours Company, Tronox Limited, Kronos Worldwide Inc. and the National Titanium Dioxide Company ("Cristal") each of which is a major global producer with the ability to service all global markets and Lomon Billions, a Chinese TiO₂ producer with global sales. The sulfate based TiO₂ technology used by our Titanium Dioxide segment is widely available. Accordingly, barriers to entry, apart from capital availability, may be low. The entrance of new competitors

11

into the industry, the ability of existing or future competitors to increase production in low cost markets, and the development of proprietary technology that enables current or future competitors to produce functional grade products at a significantly lower cost, could render our technology uneconomic and reduce our ability to capture improving margins in circumstances where capacity utilization in the industry is increasing.

Competition within the specialty TiO₂ market is based on technical expertise in the customers’ applications, customer service, product attributes (such as product form and quality), and price. Product quality is particularly critical in the technically demanding applications in which we focus as inconsistent product quality adversely impacts consistency in the end-product. Our primary competitors within specialty and differentiated TiO₂ include Fuji Titanium Industry, Kronos Worldwide Inc., ISK, Sakai Chemical Industry Co., Tayca Corporation and Precheza.

Performance Additives Segment

Competition within the functional additives market is primarily based on application know-how, brand recognition, product quality and price. Key competitors for barium-based additives include Solvay S.A., Sakai Chemical Industry Co., Ltd., 20 Microns Ltd., and various Chinese barium producers. Key competitors for zinc-based additives include various Chinese lithopone producers.

Our primary competitors within color pigments include Lanxess AG, Cathay Pigments Group, Ferro Corporation and Shanghai Yipin Pigments Co., Ltd.

Competition within the timber treatment market is based on price, customer support services, innovative technology, including sustainable solutions and product range. Our primary competitors are Lonza Group and Koppers Inc. Competition within the water treatment market is based on proximity to customers and price. Our primary competitors are Kemira Oyj and Feralco Group.

Intellectual Property

Proprietary protection of our processes, apparatuses, and other technology and inventions is important to our businesses. When appropriate, we file patent and trademark applications, often on a global basis, for new product development technologies. For example, we have obtained patents and trademark registrations covering relevant jurisdictions for our new solar reflecting technologies (ALTIRIS® pigments) that are used to keep colored surfaces cooler when they are exposed to the sun. We own a total of approximately 954 issued patents and pending patent applications and 943 trademark registrations and applications for registration. Our patent portfolio includes approximately 56 issued U.S. patents, 629 patents issued in countries outside the U.S., and 269 pending patent applications, worldwide.

We hold numerous patents and, while a presumption of validity exists with respect to issued U.S. patents, we cannot assure that any of our patents will not be challenged, invalidated, circumvented or rendered unenforceable. Furthermore, we cannot assure the issuance of any pending patent application, or that if patents do issue, that these patents will provide meaningful protection against competitors or against competitive technologies. Additionally, our competitors or other third parties may obtain patents that restrict or preclude our ability to lawfully produce or sell our products in a competitive manner.

We also rely upon unpatented proprietary know-how and continuing technological innovation and other trade secrets to develop and maintain our competitive position. There can be no assurance, however, that confidentiality and other agreements into which we enter and have entered will not be breached, that they will provide meaningful protection for our trade secrets or proprietary know-how, or that adequate remedies will be available in the event of an unauthorized use or disclosure of such trade secrets and know-how. In addition, there can be no assurance that others will not obtain knowledge of these trade secrets through independent development or other access by legal means.

In addition to our own patents, patent applications, proprietary trade secrets and know-how, we are a party to certain licensing arrangements and other agreements authorizing us to use trade secrets, know-how and related technology and/or operate within the scope of certain patents owned by other entities. We also have licensed or sub-licensed intellectual property rights to third parties.

Certain of our products are well-known brand names. Some of these registrations and applications include filings under the Madrid system for the international registration of marks and may confer rights in multiple countries. However, there can be no assurance that the trademark registrations will provide meaningful protection against the use of similar trademarks by competitors, or that the value of our trademarks will not be diluted. In our Titanium Dioxide segment, we consider our TIOXIDE®, HOMBITAN®, HOMBITEC®, UVTITAN®, HOMBIKAT™, DELTIO® and ALTIRIS® trademarks to be valuable

12

assets. In our Performance Additives segment, we consider BLANC FIXE™, GRANUFIN®, SACHTOLITH®, FERROXIDE®, ECOLIFE™ and NICASAL® trademarks to be valuable assets.

Please also see the section entitled “Part III. Item 13. Certain Relationships and Related Party Transactions, and Director Independence.”

Environmental, Health and Safety Matters

General

We are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to occupational health and safety, process safety, pollution, protection of the environment and natural resources, product management and distribution, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring and occasional investigations by governmental enforcement authorities. In the U.S., these laws include the Resource Conservation and Recovery Act (“RCRA”), the Occupational Safety and Health Act, the Clean Air Act (“CAA”), the Clean Water Act, the Safe Drinking Water Act, and Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), as well as the state counterparts of these statutes.

In addition, our production facilities require operating permits that are subject to renewal, modification and, in certain circumstances, revocation. Actual or alleged violations of safety laws, environmental laws or permit requirements could result in restrictions or prohibitions on plant operations or product distribution, substantial civil or criminal sanctions, or injunctions limiting or prohibiting our operations altogether. In addition, some environmental laws may impose liability on a strict, joint and several basis. Moreover, changes in environmental regulations could inhibit or interrupt our operations, or require us to modify our facilities or operations and make significant environmental compliance expenditures. Accordingly, environmental or regulatory matters may cause us to incur significant unanticipated losses, costs or liabilities. Information related to EHS matters may also be found in other areas of this report including “Item 1A. Risk Factors,” and “Part II, Item 8, Financial Statements and Supplementary Data—Note 22. Commitments and Contingencies—Other Proceedings and Note 23. Environmental, Health and Safety Matters.”

We are subject to a wide array of laws governing chemicals, including the regulation of chemical substances and inventories under the Toxic Substances Control Act (“TSCA”) in the U.S., the Registration, Evaluation and Authorization of Chemicals (“REACH”) in Europe and the Classification, Labelling and Packaging Regulation (“CLP”) regulation in Europe. Analogous regimes exist in other parts of the world, including China, South Korea, and Taiwan. In addition, a number of countries where we operate, including the U.K., have adopted rules to conform chemical labeling in accordance with the globally harmonized system. Many of these foreign regulatory regimes are in the process of a multi-year implementation period for these rules. For example, the Globally Harmonised System (“GHS”) established a uniform system for the classification, labeling and packaging of certain chemical substances and the European Chemicals Agency (“ECHA”) is currently in the process of determining if certain chemicals should be proposed to the European Commission to receive a carcinogenic classification.

Certain of our products are being evaluated under CLP regulation and their classification could negatively impact sales. On May 31, 2016, the French Agency for Food, Environmental and Occupational Health and Safety (“ANSES”) submitted a proposal to ECHA that would classify TiO₂ as a Category 1B Carcinogen classification presumed to have carcinogenic potential for humans by inhalation. We, together with other companies, relevant trade associations and the European Chemical Industry Council (“Cefic”), submitted comments opposing any classification of TiO₂ as carcinogenic, based on evidence from multiple epidemiological studies covering more than 24,000 production workers at 18 TiO₂ manufacturing sites over several decades that found no increased incidence of lung cancer as a result of workplace exposure to TiO₂ and other scientific studies that concluded that the response to lung overload studies with poorly soluble particles upon which the ANSES proposed classification is based is unique to the rat and is not seen in other animal species or humans. On June 8, 2017, ECHA’s Committee for Risk Assessment (“RAC”) announced its conclusion that certain evidence meets the criteria under CLP to classify TiO₂ as a Category 2 Carcinogen (described by the EU regulation as appropriate for “suspected human carcinogens”) for humans by inhalation, but found such evidence not sufficiently convincing to classify TiO₂ in Category 1B (“presumed” to have carcinogenic potential for humans), as was originally proposed by ANSES. The RAC formally adopted the conclusion on September 14, 2017. The European Commission is currently evaluating the RAC report and deciding what, if any, regulatory measures should be taken. We, Cefic and others expect to continue to advocate with the European Commission that the RAC’s report should not justify other than alternative, proportionate regulatory measures for the reasons stated above, among others. The European Commission is likely to reach a determination on whether to progress the classification during the first quarter of 2019. If the European Commission were to subsequently adopt the Category 2

13

Carcinogen classification, it could require that many end-use products manufactured with TiO₂ be classified as containing a potential carcinogenic component, which could negatively impact public perception of products containing TiO₂, limit the marketability of and demand for TiO₂ or products containing TiO₂ and potentially have spill-over, restrictive effects under other EU laws, e.g., those affecting medical and pharmaceutical applications, cosmetics, food packaging and food additives. Such a classification could also require that all waste containing greater than 1% TiO₂ be handled as hazardous waste, thus resulting in significant impacts on our customers’ products, wastes from our operations and the implementation of Circular Economy efforts within the EU. Such classifications would also affect manufacturing operations by subjecting us to new workplace safety requirements that could significantly increase costs. Finally, the classification of TiO₂ as a Category 2 Carcinogen could lead the ECHA to evaluate other products with similar particle size characteristics such as iron oxides or functional additives for carcinogenic potential by inhalation for humans as well, which may ultimately have similar negative impacts to other of our products if classified as potentially carcinogenic.

Environmental, Health and Safety Systems

We are committed to achieving and maintaining compliance with all applicable EHS legal requirements, and we have developed policies and management systems that are intended to identify the multitude of EHS legal requirements applicable to our operations, enhance compliance with applicable legal requirements, improve the safety of our employees, contractors, community neighbors and customers and minimize the production and emission of wastes and other pollutants. We cannot guarantee, however, that these policies and systems will always be effective or that we will be able to manage EHS legal requirements without incurring substantial costs. Although EHS legal requirements are constantly changing and are frequently difficult to comply with, these EHS management systems are designed to assist us in our compliance goals while also fostering efficiency and improvement and reducing overall risk to us.

Environmental Remediation

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. Based on available information, we believe that the costs to investigate and remediate known contamination will not have a material effect on our financial statements. At the current time, we are unable to estimate the total cost to remediate contaminated sites.

We are in the process of closing several facilities in the EU and we will be required to make a detailed assessment of the environmental status of these facilities as part of the closure processes. The assessment of the environmental status may lead to a requirement for environmental remediation as a part of any closure process. Based on available information, we believe that the costs to investigate and remediate known contamination will not have a material effect on our financial statements.

Under 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 the EU, 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 RCRA 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. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, 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.

During 2018, China implemented new laws and regulations covering environmental contamination and created the Ministry for Environment Protection. Based on available information we do not believe that these regulatory changes will have a material effect on our financial statements.

Climate Change

Globally, our operations are increasingly subject to regulations that seek to reduce emissions of greenhouse gases (“GHGs”), such as carbon dioxide and methane, which may be contributing to changes in the earth’s climate. At the Durban

14

negotiations of the Conference of the Parties to the Kyoto Protocol in 2012, a limited group of nations, including the EU, agreed to a second commitment period for the Kyoto Protocol, an international treaty that provides for reductions in GHG emissions. More significantly, the EU GHG Emissions Trading System (“ETS”), established pursuant to the Kyoto Protocol to reduce GHG emissions in the EU, continues in its third phase. The European Parliament has used a process to formalize “backloading”—the withholding of GHG allowances during the trading period from 2014 to 2016 with additional allowances auctioned during 2019 to 2020—to prop up carbon prices. As backloading is only a temporary measure, a sustainable solution to the imbalance between supply and demand requires structural changes to the ETS. The European Commission proposes to establish a market stability reserve to address the current surplus of allowances and improve the system’s resilience. The reserve will start operating in 2019. In addition, the EU has announced the binding target to reduce domestic GHG emissions by at least 40% below the 1990 level by 2030. The EU has set a binding target of increasing the share of renewable energy to at least 27% of the EU’s energy consumption by 2030, and additional proposals have been made to increase the target to 35%.

In addition, at the 2015 United Nations Framework Convention on Climate Change in Paris, the U.S. and nearly 200 other nations entered into an international climate agreement, which entered into effect in November 2016 (the “Paris Agreement”). Although the agreement does not create any binding obligations for nations to limit their GHG emissions, it does include pledges to voluntarily limit or reduce future emissions. However, in August 2017 the U.S. informed the United Nations that it is withdrawing from the Paris Agreement. The Paris Agreement provides for a four year exit process.

Federal climate change legislation in the U.S. appears unlikely in the near‑term. As a result, domestic efforts to curb GHG emissions will continue to be led by the U.S. Environmental Protection Agency’s (the “EPA”) GHG regulations and similar programs of certain states. To the extent that our domestic operations are subject to the EPA’s GHG regulations and/or state GHG regulations, we may face increased capital and operating costs associated with new or expanded facilities. Significant expansions of our existing facilities or construction of new facilities may be subject to the CAA’s requirements for pollutants regulated under the Prevention of Significant Deterioration and Title V programs. Some of our facilities are also subject to the EPA’s Mandatory Reporting of Greenhouse Gases rule, and any further regulation may increase our operational costs.

We are already managing and reporting GHG emissions, to varying degrees, as required by law for our sites in locations subject to U.S. federal and state requirements, Kyoto Protocol obligations and/or ETS requirements. Although these sites are subject to existing GHG legislation, few have experienced or anticipate significant cost increases as a result of these programs, although it is possible that GHG emission restrictions may increase over time. Potential consequences of such restrictions include capital requirements to modify assets to meet GHG emission restrictions and/or increases in energy costs above the level of general inflation, as well as direct compliance costs. Currently, however, it is not possible to estimate the likely financial impact of potential future regulation on any of our sites.

Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other extreme climatic events. If any of those effects were to occur, they could have an adverse effect on our assets and operations. For example, our operations in low lying areas may be at increased risk due to flooding, rising sea levels or disruption of operations from more frequent and severe weather events.

Employees

As of December 31, 2018, we employed approximately 4,300 associates in our operations around the world. We believe our relations with our employees are good.

We place considerable value on the involvement of our associates and ensure that we keep them informed on matters affecting them, the overall organization as well as on the performance of the Company.

We conduct formal and informal meetings with associates, and maintain a Company intranet website with key information and other matters of interest.

We are committed to a policy of recruitment and promotion on the basis of competence and ability without discrimination of any kind. Management actively pursues both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and retraining of associates who become disabled while employed by the Company. Training and development are undertaken for all associates, including disabled persons.

15

Executive Officers of the Registrant

The following table sets forth information, as of February 20, 2019, regarding the individuals who are our executive officers.

Name	Age	Position(s) at Venator
Simon Turner	55	President and Chief Executive Officer
Kurt Ogden	50	Executive Vice President and Chief Financial Officer
Russ Stolle	56	Executive Vice President, General Counsel and Chief Compliance Officer
Mahomed Maiter	57	Executive Vice President, Business Operations
Rob Portsmouth	53	Senior Vice President, EHS, Innovation and Technology

Simon Turner has served as President and Chief Executive Officer and as a director of Venator since the second quarter of 2017. Mr. Turner served as Division President, Pigments & Additives, at Huntsman from November 2008 to August 2017, Senior Vice President, Pigments & Additives, from April 2008 to November 2008, Vice President of Global Sales from September 2004 to April 2008 and General Manager Co-Products and Director Supply Chain and Shared Services from July 1999 to September 2004. Prior to joining Huntsman, Mr. Turner held various positions with Imperial Chemical Industries PLC (“ICI”).

Kurt Ogden was named Executive Vice President and Chief Financial Officer of Venator in February 2019. Prior to then, he served as Venator's Senior Vice President and Chief Financial Officer from the second quarter of 2017. Mr. Ogden served as Vice President, Investor Relations and Finance of Huntsman from February 2009 until August 2017 and as Director, Corporate Finance from October 2004 to February 2009. Between 2000 and 2004, he was Executive Director Financial Planning and Analysis with Hillenbrand Industries and Vice President Treasurer with Pliant Corporation. Mr. Ogden began his career with Huntsman Chemical Corporation in 1993 and held various positions with related companies up to 2000. Mr. Ogden is a Certified Public Accountant.

Russ Stolle was named Executive Vice President, General Counsel and Chief Compliance Officer of Venator in February 2019. Prior to then, he served as Venator's Senior Vice President, General Counsel and Chief Compliance Officer from the second quarter of 2017. Mr. Stolle served as Senior Vice President and Deputy General Counsel of Huntsman from January 2010 until August 2017. From October 2006 to January 2010, Mr. Stolle served as Huntsman’s Senior Vice President, Global Public Affairs and Communications, from November 2002 to October 2006, he served as Huntsman’s Vice President and Deputy General Counsel, from October 2000 to November 2002, he served as Huntsman’s Vice President and Chief Technology Counsel and from April 1994 to October 2000 he served as Huntsman’s Chief Patent and Licensing Counsel. Prior to joining Huntsman in 1994, Mr. Stolle had been an attorney with Texaco Inc. and an associate with the law firm of Baker Botts L.L.P.

Mahomed Maiter was named Executive Vice President, Business Operations of Venator in February 2019. Prior to then he served as Venator's Senior Vice President, White Pigments from the second quarter of 2017. He has over 33 years of experience in the chemical and pigment industry covering a range of senior commercial, global sales and marketing, business development, manufacturing and business roles. From January 2007 to April 2017, Mr. Maiter served as Vice President Global Sales and Marketing, Vice President Revenue and Vice President Business Development of Huntsman’s Pigments and Additives business. From August 2005 to December 2006, he was Vice President of Huntsman’s European Polymers business. Mr. Maiter started his career in the chemical industry in 1985 when he joined the Tioxide business of ICI in South Africa where he held various operations and manufacturing roles. He relocated to the U.K. in June 1995 to take up a General Manager position in ICI in the Tioxide business and was subsequently appointed to Global Marketing Director and Vice President Commercial.

Rob Portsmouth has served as Senior Vice President, EHS, Innovation and Technology of Venator since January 2019. Dr. Portsmouth previously served as Vice President, Innovation of Venator since April 2017. He has over 26 years of experience in the chemical industry having started his career with Royal Dutch Shell in South Africa before joining the Tioxide business of ICI in South Africa in 1996 where he held roles in manufacturing, operations and technical management. Dr. Portsmouth relocated to the U.K. in 2003 where he served as Director of Global Marketing and Director of Business Development for Huntsman’s Pigments and Additives business between 2003 and 2017. Dr. Portsmouth received his Doctorate in Chemical Engineering from the University of Cambridge (U.K.). 

16

Availability of Information for Shareholders

Our annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are made available free of charge on our Internet website at www.venatorcorp.com as soon as reasonably practicable after these reports have been electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The SEC also maintains an Internet website that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Information contained on or connected to our website is not incorporated by reference into this annual report on Form 10‑K and should not be considered part of this annual report or any other filing we make with the SEC.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1A. RISK FACTORS

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

Risks Related to Our Business

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

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

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

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

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

17

The cyclicality and volatility of the TiO₂ industry results in significant fluctuations in profits and cash flow from period to period and over the business cycle. For example, after a period of increasing prices in 2017 and the first half of 2018, we have recently experienced a decline in selling price during the second half of 2018. Our ability to successfully implement price increases depends on the current economic factors globally and regionally. A continued decline in selling prices, or the inability to successfully implement stated price increases in future periods could negatively impact our business, results of operations and/or financial condition.

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

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

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

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

In addition, certain of our competitors in various countries in which we do business, including China, may be owned by or affiliated with members of local governments and political entities. These competitors may get special treatment with respect to regulatory compliance and product registration, while certain of our products, including those based on new technologies, may be delayed or even prevented from entering into the local market.

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

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

Following a referendum in June 2016, in which a majority of voters in the U.K. approved an exit from the EU, the U.K. government initiated the formal process to leave the EU by issuing an "Article 50" notice on March 29, 2017, which will result in the U.K. leaving the EU on March 29, 2019 (often referred to as "Brexit") unless the U.K. and the remaining EU member states agree otherwise. The referendum triggered short-term financial volatility, including a decline in the value of the British pound sterling in comparison to both the U.S. dollar and euro. As negotiations continue in the run up to Brexit, it is expected that there will continue to be an impact to economic conditions in the U.K., and to trading between the U.K. and the EU. The future effects of Brexit will depend on any agreements the U.K. makes to retain access to the EU or other markets either during a transitional period or more permanently. Given the lack of comparable precedent, it is unclear what financial,

18

trade and legal implications the withdrawal of the U.K. from the EU would have and how such withdrawal would affect our Company.

We derive a significant portion of our revenues from sales outside the U.S., including 40% from continental Europe and 5% from the U.K. in 2018. The consequences of Brexit, together with the significant uncertainty regarding the terms on which the U.K. will leave the EU, could introduce significant uncertainties into global financial markets and adversely impact the markets in which we and our customers operate. Brexit could also create uncertainty with respect to the legal and regulatory requirements to which we and our customers in the U.K. are subject and lead to divergent national laws and regulations as the U.K. government determines which EU laws to replace or replicate. In the event of a “no deal” Brexit, where the U.K. would leave the EU without agreement on transitional and permanent arrangements, the following issues could impact our operations:

• in the event of new customs operations being implemented, there is a strong likelihood of border delays both within and outside of the U.K.;

• duties will become payable on goods traded between the U.K. and the EU, and customs, excise and indirect tax procedures will change to those currently applicable to goods traded between the EU and non-EU countries;

• transportation availability is expected to be impacted for a period, especially if there are delays at borders between the U.K. and EU; and

• new product registration requirements are expected to apply.

While we are not experiencing any immediate adverse impact on our financial condition as a direct result of Brexit, adverse consequences such as deterioration in economic conditions, volatility in currency exchange rates or adverse changes in regulation could have a negative impact on our future operations, operating results and financial condition.

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

The EU adopted the Globally Harmonised System, GHS, of the United Nations for a uniform system for the classification, labelling and packaging of chemical substances in Regulation (EC) No 1272/2008, the CLP. Pursuant to the CLP, an EU Member State can propose a classification for a substance to ECHA, which upon review by RAC, can be submitted to the European Commission for adoption by regulation. On May 31, 2016, ANSES submitted a proposal to ECHA that would classify TiO₂ as a Category 1B Carcinogen presumed to have carcinogenic potential for humans by inhalation. We, together with other companies, relevant trade associations and Cefic, submitted comments opposing any classification of TiO₂ as carcinogenic, based on evidence from multiple epidemiological studies covering more than 24,000 production workers at 18 TiO₂ manufacturing sites over several decades that found no increased incidence of lung cancer as a result of workplace exposure to TiO₂ and other scientific studies that concluded that the response to lung overload studies with poorly soluble particles upon which the ANSES proposed classification is based is unique to the rat and is not seen in other animal species or humans. On June 8, 2017, the RAC announced its preliminary conclusion that certain evidence meets the criteria under CLP to classify TiO₂ as a Category 2 Carcinogen (described by the EU regulation as appropriate for “suspected human carcinogens”) for humans by inhalation. The RAC published their final opinion on September 14, 2017, which proposes that TiO₂ be classified as a Category 2 carcinogen by inhalation. In addition, the RAC proposed a Note in their opinion to the effect that coated particles must be evaluated to assess whether a higher category (Category 1B or 1A) should be applied and additional routes of exposure (oral or dermal) should be included. The European Commission is currently evaluating the RAC opinion and deciding what, if any, regulatory measures should be taken. We, Cefic and others expect to continue to advocate to the European Commission that the RAC’s report should not justify anything other than alternative, proportionate regulatory measures for the reasons stated above, among others. The European Commission is likely to reach a determination on whether to progress the classification during the first quarter of 2019. If the European Commission were to subsequently adopt the Category 2 Carcinogen classification, or a higher categorization for coated particles, it could require that many end-use products manufactured with TiO₂ be classified and labeled as containing a potential carcinogenic component, which could negatively impact public perception of products containing TiO₂.  Such classifications would also affect our manufacturing operations by subjecting us to new workplace safety requirements that could significantly increase costs. In addition, any classification, use restriction, or authorization requirement for use imposed by ECHA could trigger heightened regulatory scrutiny in countries outside the EU based on health or safety grounds, which could have a wider adverse impact geographically on market demand for and prices of TiO₂ or other products containing TiO₂ and increase our compliance obligations outside the EU. Any increased regulatory scrutiny could affect consumer sentiment or limit the marketability of and demand for TiO₂ or products containing TiO₂, which could have spill-over, restrictive effects under other EU laws, e.g., those affecting medical and pharmaceutical applications, cosmetics, food packaging and food additives. Such a classification could also require that all waste containing greater than 1% TiO₂ be handled as hazardous waste, thus resulting in significant impacts on our customers’ products, wastes from our operations and the implementation of Circular Economy efforts within the EU. It is also possible that heightened regulatory scrutiny would lead to claims by consumers of such products alleging adverse health

19

impacts. Finally, the classification of TiO₂ as a Category 2 Carcinogen or higher could lead the ECHA to evaluate other products with similar particle characteristics (such as iron oxides or functional additives) for human carcinogenic potential by inhalation, which may ultimately have similar negative impacts on other products within our portfolio.

Sales of TiO₂ in the EU represented 44% of our revenues for the year ended December 31, 2018.

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

Manufacturing facilities in our industry are subject to planned and unplanned production shutdowns, turnarounds, outages and other disruptions. Any serious disruption at any of our facilities could impair our ability to use our facilities and have a material adverse impact on our revenues and increase our costs and expenses. Alternative facilities with sufficient capacity may not be available, may cost substantially more or may take a significant time to increase production or qualify with our customers, any of which could 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. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products. On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO₂ manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. Even if we are able to transition production on this schedule, we may lose customers that have in the meantime found alternative suppliers elsewhere. See also "Part II, Item 1A. Risk Factors-Risks Relating to our Business-We may be unsuccessful in our announced intentions to close the Pori, Finland site and transfer specialty and differentiated production to other sites within our manufacturing network within the anticipated timeframe and we may not experience the full anticipated benefits of our transfer and strengthen program."

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

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

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

20

Our manufacturing processes consume significant amounts of raw materials and energy, the costs of which are subject to worldwide supply and demand as well as other factors beyond our control. Variations in the cost for raw materials, and of energy, which primarily reflects market prices for oil and natural gas, may significantly affect our operating results from period to period. We purchase a substantial portion of our raw materials from third-party suppliers and the cost of these raw materials represents a substantial portion of our operating expenses. The prices of the raw materials that we purchase from third parties are cyclical and volatile. Our supply agreements with our TiO₂ feedstock suppliers provide us limited protection against price volatility as they mostly provide for market-based pricing. Contracts tend to be multi-year volume based with negotiated or formula driven short interval pricing. To the extent we do not have fixed price contracts with respect to specific raw materials, we have no control over the costs of raw materials and such costs may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. While we attempt to match cost increases with corresponding product price increases, we are not always able to raise product prices immediately or at all. Moreover, the outcome of these efforts is largely determined by existing competitive and economic conditions. Timing differences between raw material prices, which may change daily, and contract product prices, which in many cases are negotiated only monthly or less often, also have had and may continue to have a negative effect on our cash flow. Any raw materials or energy cost increase that we are not able to pass on to our customers could have a material adverse effect on our business, results of operations, financial condition and liquidity.

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

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

If we are unable to successfully implement business improvements, we may not realize the benefits we anticipate from such programs or may incur additional and/or unexpected costs in order to realize them.

We continue to implement business improvements under the 2017 business improvement program and substantially completed all actions expect to deliver on the program by the end of 2018. Of the $60 million we previously estimated for annualized fixed cost savings, we have already realized approximately $40 million of savings through December 31, 2018 as a result of these programs, including approximately $3 million of savings in the fourth quarter of 2018. In addition to these savings, we achieved approximately $12 million through December 31, 2018 and approximately $2 million in the fourth quarter of 2018 of EBITDA from volume improvements as part of the Business Improvement Program. If successfully implemented, we expect the general cost reductions and optimization to our manufacturing network to result in a run-rate of incremental adjusted EBITDA of $60 million in the first quarter of 2019, with additional projected increases to adjusted EBITDA from volume growth, primarily via the launch of new products, as warranted by global economic and TiO₂ industry conditions.

In the first quarter of 2019 we announced additional cost reduction initiatives which are expected to provide approximately $40 million of annual adjusted EBITDA benefit compared to 2018. Actions are expected to be complete in 2020 ending 2020 at the full run rate level.

Cost savings expectations and volume improvement estimates are inherently difficult to predict and are necessarily speculative in nature, and we cannot provide assurance that we will achieve expected or any actual cost savings or volume improvements. A variety of factors could cause us not to realize some or all of the expected cost savings, including, among others, delays in the anticipated timing of activities related to our cost savings programs, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, our ability to reduce headcount and our ability to achieve the efficiencies contemplated by the cost savings initiative. We may be unable to realize all of these cost savings or volume

21

improvements within the expected timeframe, or at all, and we may incur additional or unexpected costs in order to realize them. These cost savings are based upon a number of assumptions and estimates that are in turn based on our analysis of the various factors which currently, and could in the future, impact our business. These assumptions and estimates are inherently uncertain and subject to significant business, operational, economic and competitive uncertainties and contingencies. Certain of the assumptions relate to business decisions that are subject to change, including, among others, our anticipated business strategies, our marketing strategies, our product development strategies and our ability to anticipate and react to business trends. Other assumptions relate to risks and uncertainties beyond our control, including, among others, the economic environment in which we operate, environmental regulation and other developments in our industry as well as capital markets conditions from time to time. The actual results of implementing the various cost savings initiatives may differ materially from the estimates set out in this report if any of these assumptions prove incorrect. Moreover, our continued efforts to implement these cost savings may divert management attention from the rest of our business and may preclude us from seeking attractive new product opportunities, any of which may materially and adversely affect our business.

We may be unsuccessful in our announced intentions to close the Pori, Finland site and transfer specialty and differentiated production to other sites within our manufacturing network within the anticipated timeframe and we may not experience the full anticipated benefits of our transfer and strengthen program.

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

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO2 manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors.

Restoring at sites elsewhere in our network the production of certain specialty and differentiated product grades formerly produced at Pori to service customers of those product grades, is important to our competitive position and business strategy.

A variety of factors could cause us not to realize some or all of the anticipated benefits, including, among others, delays in anticipated timing and unexpected costs in the wind-down and closing of the Pori, Finland facility, delays in transferring certain technology and the production of select product grades to other manufacturing facilities or the inability of the transferred product grades to meet required product specifications. In addition, we may be unable to realize the anticipated benefits within our expected timeframe, or at all. Certain risks and uncertainties may be beyond our control, including, among others, the economic environment in which we operate, changing regulations and other developments in our industry. Even if we are able to transition production on the anticipated schedule, we may lose customers that have in the meantime found alternative suppliers elsewhere. If any of these factors were to occur, they could have an adverse effect on our market position and operating results.

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

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

With respect to our domestic pension and postretirement benefit plans, the Pension Benefit Guaranty Corporation (“PBGC”) has the authority to terminate an underfunded tax-qualified pension plan under limited circumstances in accordance

22

with the Employee Retirement Income Security Act of 1974, as amended. In the event our tax-qualified pension plans are terminated by the PBGC, we could be liable to the PBGC for the entire amount of the underfunding.

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

Our results of operations may be adversely affected by fluctuations in currency exchange rates and tax rates and changes in tax laws in the jurisdictions in which we operate.

Our headquarters operations are conducted across two of our administrative offices: Wynyard, U.K and The Woodlands, Texas. We conduct a majority of our business operations outside the U.S. Sales to customers outside the U.S. contributed 77% of our revenue in 2018. Our operations are subject to international business risks, including the need to convert currencies received for our products into currencies in which we purchase raw materials or pay for services, which could result in a gain or loss depending on fluctuations in exchange rates. We transact business in many foreign currencies, including the euro, the British pound sterling, the Malaysian ringgit and the Chinese renminbi. We translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during the reporting period or the exchange rate at the end of that period. During times of a strengthening U.S. dollar, our reported international sales and earnings may be reduced because the local currency may translate into fewer U.S. dollars. Because we currently have significant operations located outside the U.S., we are exposed to fluctuations in global currency rates which may result in gains or losses on our financial statements.

We are subject to income taxation in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. In addition, our effective tax rates could be affected by numerous factors, such as intercompany transactions, the relative amount of our foreign earnings, including earnings being lower than anticipated in jurisdictions where we are subject to lower statutory rates and higher than anticipated in jurisdictions where we are subject to higher statutory rates, the applicability of special tax regimes, losses incurred in jurisdictions in which we are not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies, changes to our existing businesses and operations, acquisitions (including integrations) and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations.

We are also currently subject to audit in various jurisdictions, and these jurisdictions may assess additional income tax liabilities against us. Developments in an audit, litigation, or the relevant laws, regulations, administrative practices, principles, and interpretations could have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods.

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

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

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

23

our substantial global footprint, which will require significant and additional resources to ensure compliance with applicable laws and regulations in the various countries where we conduct business.

Our global operations expose us to trade and economic sanctions and other restrictions imposed by the U.S., the EU and other governments and organizations. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the Foreign Corrupt Practices Act (the “FCPA”) and other federal statutes and regulations, including those established by the Office of Foreign Assets Control (“OFAC”). Under these laws and regulations, as well as other anti-corruption laws, anti-money-laundering laws, export control laws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. A violation of these laws or regulations could adversely impact our business, results of operations and financial condition.

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

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

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

Certain legal and political risks are also inherent in the operation of a company with our global scope. For example, it may be more difficult for us to enforce our agreements or collect receivables through foreign legal systems.

There is a risk that foreign governments may nationalize private enterprises in certain countries where we operate. In certain countries or regions, terrorist activities and the response to such activities may threaten our operations more than in the U.S. Social and cultural norms in certain countries may not support compliance with our corporate policies including those that require compliance with substantive laws and regulations. Also, changes in general economic and political conditions in countries where we operate are a risk to our financial performance and future growth.

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

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

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

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

24

• diversion of management time and attention away from existing operations;

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

• disruptions to important business relationships;

• increased operating costs;

• limitations imposed by various governmental entities;

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

• difficulties realizing projected synergies;

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

• difficulty integrating acquired businesses or products with our existing businesses.

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

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

Our industries and the end-use markets into which we sell our products experience periodic technological change and product improvement. Our future growth will depend on our ability to gauge the direction of commercial and technological progress in key end-use markets and on our ability to fund and successfully develop, manufacture and market products in such changing end-use markets. We must continue to identify, develop and market innovative products or enhance existing products on a timely basis to maintain our profit margins and our competitive position. We may be unable to develop new products or technology, either alone or with third parties, or license intellectual property rights from third parties on a commercially competitive basis. If we fail to keep pace with the evolving technological innovations in our end-use markets on a competitive basis, including with respect to innovation or the development of alternative uses for, or application of, our products, our financial condition and results of operations could be adversely affected. We cannot predict whether technological innovations will, in the future, result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant resources to adapt to changing technologies, markets, competitive environments and laws and regulations. We cannot anticipate market acceptance of new products or future products. In addition, we may not achieve our expected benefits associated with new products developed to meet new laws or regulations if the implementation of such laws or regulations is delayed.

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

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

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

Additions to or modifications of our existing facilities and the construction of new facilities involve numerous regulatory, environmental, legal and economic uncertainties, many of which are beyond our control. Expansion and construction projects may require preconstruction permitting or environmental reviews, as well as the expenditure of significant amounts of capital. These projects may not be completed on schedule, at the budgeted cost or at all. If our projects are delayed materially or our capital expenditures for such projects increase significantly, our results of operations and cash flows could be adversely affected. Even if these projects are completed, there can be no assurance that we will realize the anticipated benefits of such projects.

Our indebtedness is substantial and a significant portion of our indebtedness is subject to variable interest rates. Our indebtedness may make us more vulnerable to economic downturns and may limit our ability to respond to market conditions, to obtain additional financing or to refinance our debt. We may also incur more debt in the future.

25

As of December 31, 2018, we had $375 million aggregate principal amount of Senior Notes outstanding, borrowings of $370 million under our Term Loan Facility and no borrowings under our ABL Facility, with $259 million of available borrowing. Our debt level and the fact that a significant percentage of our cash flow is required to make payments on our debt, could have important consequences for our business, including but not limited to the following:

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

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

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

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

• part of our debt is subject to variable interest rates, which makes us more vulnerable to increases in interest rates (for example, assuming all commitments were available and all loans under the ABL Facility were fully drawn, a 1% increase in interest rates, without giving effect to interest rate hedges or other offsetting items, would increase our annual interest rate expense by approximately $6 million).

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

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

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.

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

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

Our historical financial information prior to the separation included in this report were derived from Huntsman’s accounting records. Our historical financial information for the years ended December 31, 2016 and December 31, 2017 include periods during which we were a wholly-owned subsidiary of Huntsman. These periods also included output from our Pori facility, which is in the process of being closed after being damaged in a fire. Prior to the separation, Huntsman did not account for us, and we were not operated, as a separate, stand-alone company and such information presented may not reflect what our financial position, results of operations or cash flows would have been had we been a separate, stand-alone entity during such periods or those that we will achieve in the future. The costs to operate our business as a separate public entity differ from the historical cost allocations from Huntsman reflected in our financial statements.

For additional information about our past financial performance and the basis of presentation of our financial statements, see our consolidated and combined financial statements and related notes.

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

26

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

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

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

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

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

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

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

Additional new laws and regulations may be enacted or adopted by various regulatory agencies globally. For example, in the U.S., the EPA finalized revisions to its Risk Management Program in January 2017. The revisions include new requirements for certain facilities to perform hazard analyses, third-party auditing, incident investigations and root cause analyses, emergency response exercises, and to publicly share chemical and process information. The EPA proposed to delay the effective date of the rule to February 2019; however, a ruling by the U.S. Court of Appeals for the D.C. Circuit on September 21, 2018 made the Risk Management Program rule amendment effective immediately. The U.S. Occupational Safety and Health Administration had previously announced that it was considering changes to its Process Safety Management standards that parallel EPA’s Risk Management Program; but additional action appears unlikely at this time. In addition, TSCA reform legislation was enacted in June 2016, and the EPA has begun the process of issuing new chemical control regulations. EPA issued several final rules in 2017 under the revised TSCA related to existing chemicals, including the following: (i) a rule to establish EPA’s process and criteria for identifying chemicals for risk evaluation; (ii) a rule to establish EPA’s process for evaluating high priority chemicals and their uses to determine whether or not they present an unreasonable risk to health or the environment; and (iii) a rule to require industry reporting of chemicals manufactured or processed in the U.S. over the past 10 years. The EPA has also released its framework for approving new chemicals and new uses of existing chemicals. Under the framework, a new chemical or use presents an unreasonable risk if it exceeds set standards. Such a finding could result in either

27

the issuance of rules restricting the use of the chemical being evaluated or in the need for additional testing. The costs of compliance with any new laws or regulations cannot be estimated until the manner in which they will be implemented has been more precisely defined. 

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

We could incur significant expenditures in order to comply with existing or future EHS laws. Capital expenditures and costs relating to EHS matters will be subject to evolving regulatory requirements and will depend on the timing of the promulgation and enforcement of specific standards which impose requirements on our operations. Capital expenditures and costs beyond those currently anticipated may therefore be required under existing or future EHS laws.

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

Our operations are increasingly subject to regulations that seek to reduce emissions of greenhouse gases, or GHGs, such as carbon dioxide and methane, which may be contributing to changes in the Earth’s climate. There are existing efforts to address GHG emissions at the international, national, and regional levels. For example, the 2015 Paris climate summit agreement resulted in voluntary commitments by numerous countries to reduce their GHG emissions. The agreement entered into force in November 2016. However, the U.S. notified the United Nations in August 2017 that it will be withdrawing from the agreement, which provides for a four year exit process. The EU also regulates GHGs under the EU Emissions Trading Scheme. China has established its own country-wide GHG cap and trade program.

In the U.S., the EPA issued its final Clean Power Plan rules that establish carbon pollution standards for power plants, called CO2 emission performance rates, in 2015. This rule has been challenged in court and the EPA has announced in October 2017 that it intended to repeal and potentially replace the Clean Power Plan. On August 21, 2018, the EPA proposed the Affordable Clean Energy ("Ace") rule to replace the 2015 Clean Power Plan which was stayed by the U.S. Supreme Court and has never gone into effect. The proposed ACE rule will establish emission guidelines for states to address GHG emissions from existing coal-fired power plants. Collectively, these regulations and agreements may affect the long-term price and supply of electricity and natural gas and demand for products that contribute to energy efficiency and renewable energy. This in turn could result in increased costs to purchase energy, additional capital costs for installation or modification of GHG emitting equipment, and additional costs associated directly with GHG emissions (such as cap and trade systems or carbon taxes), which are primarily related to energy use. Future regulation of GHGs has the potential to increase our operating costs.

In addition, some scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other extreme climatic events. If any such effects were to occur in areas where we or our clients operate, they could have an adverse effect on our assets and operations, either through damage to our production facilities, disruption of our supply chain, or impacts to our customers.

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

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

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

28

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

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

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

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

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

We face risks arising from various legal actions, including matters relating to antitrust, product liability, intellectual property and environmental claims. It is possible that judgments could be rendered against us in these cases or others for which we could be uninsured or not covered by indemnity, or which may be beyond the amounts that we currently have reserved or anticipate incurring for such matters. Over the past few years, antitrust claims have been made against TiO₂ companies, including us. In this type of litigation, the plaintiffs generally seek treble damages, which may be significant. An adverse outcome in any claim could be material and significantly impact our operations, financial condition and liquidity. In addition, we are subject to various claims and litigation in the ordinary course of business. For more information, see “Item 3. Legal Proceedings below.”

Significant developments from the recent and potential changes in U.S. and international trade policies could have a material adverse effect on us.

The U.S. government has announced and, in some cases, implemented a new approach to trade policy, including renegotiating, or potentially terminating, certain existing bilateral or multi-lateral trade agreements, as well as implementing the imposition of additional tariffs on certain foreign goods, including finished products and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted or may result in increased prices for goods and materials imported into the U.S. and, in some, cases may result or have resulted in price increases for U.S. sourced goods and materials. Changes in U.S. trade policy have resulted and could result in additional reactions from U.S. trading partners, including adopting responsive trade policy making it more difficult or costly for us to export U.S. products to other countries. These measures could also result in increased costs for products imported into the U.S. or may cause us to adjust our worldwide supply chain. Either of these could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.

Various countries, and regions, including, without limitation, China, Mexico, Canada and Europe, have announced plans or intentions to impose or have imposed tariffs on a wide range of U.S. products in retaliation for new U.S. tariffs. These

29

actions could, in turn, result in additional tariffs being adopted by the U.S. These conditions and future actions could have a significant adverse effect on world trade and the world economy. To the extent that trade tariffs and other restrictions imposed by the United States increase the price of, or limit the amount of, raw materials and products imported into the United States, the costs of our raw materials may be adversely affected and the demand from our products may be diminished, which could adversely affect our revenues and profitability.

We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impacts on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.

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

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

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

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

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

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

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

30

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

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

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

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

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

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

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

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

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

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

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

We are highly dependent on the experience and strong relationships in the chemical industry, and financial and business development expertise of Simon Turner, our President and Chief Executive Officer and Kurt Ogden, our Executive

31

Vice President and Chief Financial Officer. Because of our reliance on our senior management team, our future success depends, in part, on our ability to identify, attract, develop and retain key personnel and talent to succeed our senior management and other key positions throughout the organization. The loss of the services of our executive officers or other key employees could impede the achievement of our strategic objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully manage, develop and grow in a highly technical chemical industry. If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees.

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

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

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

Increasing regulatory focus on privacy issues and expanding laws could impact our business and expose us to increased liability.

As a global company, we are subject to global privacy and data security laws, regulations, and codes of conduct that apply to our various business units. These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. Government regulators, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. This increased scrutiny may result in new interpretations of existing laws, thereby further impacting our business. Globally, new and emerging laws, such as the General Data Protection Regulation (“GDPR”) in Europe, state laws in the U.S. on privacy, data and related technologies as well as industry self-regulatory codes create new compliance obligations and expand the scope of potential liability, either jointly or severally with our customers and suppliers. While we have invested in readiness to comply with applicable requirements, these new and emerging laws, regulations and codes may affect our ability to reach current and prospective customers, to respond to customer requests under the laws, and to implement our business effectively. Any perception of our practices, products or services as a violation of privacy rights may subject us to public criticism, reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which could disrupt our business and expose us to increased liability.

Transferring personal information across international borders is becoming increasingly complex. For example, European data transfers outside the European Economic Area are highly regulated. The mechanisms that we and many other companies rely upon for European data transfers (e.g. Privacy Shield and Model Clauses) are being contested in the European court system. We are closely monitoring developments related to requirements for transferring personal data outside the EU and other countries that have similar trans-border data flow requirements. These requirements may result in an increase in the obligations required to provide our services in the EU or in sanctions and fines for non-compliance. If the mechanisms for transferring personal information from certain countries or areas, including Europe to the United States should be found invalid or if other countries implement more restrictive regulations for cross-border data transfers (or not permit data to leave the country of origin), such developments could harm our business, financial condition and results of operations.

Our business is dependent on our intellectual property. If we are unable to enforce our intellectual property rights and prevent use of our intellectual property by third parties, our ability to compete may be adversely affected. Further, third parties may claim that we infringe on their intellectual property rights, and resulting litigation may be costly.

Protection of our proprietary processes, apparatuses and other technology is important to our business. We rely on patent protection, as well as a combination of copyright and trade secret laws to protect and prevent others from duplicating our proprietary processes, apparatuses and technology. While a presumption of validity exists with respect to patents issued to us in the U.S., there can be no assurance that any of our patents will not be challenged, invalidated, circumvented or rendered unenforceable. Such means may afford only limited protection of our intellectual property and may not; (i) prevent our competitors from duplicating our processes or technology; (ii) prevent our competitors from gaining access to our proprietary

32

information and technology; or (iii) permit us to gain or maintain a competitive advantage. In addition, our competitors or other third parties may obtain patents that restrict or preclude our ability to lawfully produce or sell our products in a competitive manner, which could have a material adverse effect on our business, results of operations, financial condition and liquidity.

We rely upon trade secrets and other confidential and proprietary know-how and continuing technological innovation to develop and maintain our competitive position. While it is our policy to enter into agreements imposing nondisclosure and confidentiality obligations upon our employees and third parties to protect our intellectual property, these confidentiality obligations may be breached, may not provide meaningful protection for our trade secrets or proprietary know-how, or adequate remedies may not be available in the event of an unauthorized access, use or disclosure of our trade secrets and know-how. In addition, others could obtain knowledge of our trade secrets through independent development or other access by legal means.

We may not be able to effectively protect our intellectual property rights from misappropriation or infringement in countries where effective patent, trademark, trade secret and other intellectual property laws and judicial systems may be unavailable, or may not protect our proprietary rights to the same extent as U.S. law. The lack of adequate legal protections of intellectual property or failure of legal remedies for related actions could have a material adverse effect on our business, results of operations, financial condition and liquidity.

As such, our commercial success will depend in part on not infringing, misappropriating or violating the intellectual property rights of others. From time to time, we may be subject to legal proceedings and claims, including claims of alleged infringement of trademarks, copyrights, patents and other intellectual property rights held by third parties. In the future, third parties may sue us for alleged infringement of their proprietary or intellectual property rights. We may not be aware of whether our products do or will infringe existing or future patents or the intellectual property rights of others. Any litigation in this regard, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources as well as harm to our brand, any of which could adversely affect our business, financial condition and results of operations. If the party claiming infringement were to prevail, we could be forced to discontinue the use of the related trademark, technology or design and/or pay significant damages unless we enter into royalty or licensing arrangements with the prevailing party or are able to redesign our products to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our products in a way that would not infringe the intellectual property rights of others. We have already obtained licenses that give us rights to third-party intellectual property that is necessary or useful to our business. These license agreements covering our products impose various royalty and other obligations on us. One or more of our licensors may allege that we have breached our license agreement with them, and accordingly seek to terminate our license. In addition, any payments we are required to make and any injunction we are required to comply with as a result of such infringement could harm our reputation and financial results.

Risks Related to Our Relationship with Huntsman

Huntsman owns 49% of our ordinary shares, and its interests may conflict with yours.

Huntsman, through HHN, owns approximately 49% of our outstanding ordinary shares. Accordingly, Huntsman can exert significant influence over our business objectives and policies, including the composition of our board of directors and any action requiring the approval of our shareholders, such as the adoption of amendments to our articles of association, and the approval of mergers or a sale of substantially all of our assets. This concentration of ownership may also make some transactions, including mergers or other changes in control, more difficult or impossible without the support of Huntsman and could discourage others from making tender offers, which could prevent shareholders from receiving a premium for their shares. Huntsman’s interests may conflict with your interests as a shareholder. For additional information about our relationships with Huntsman, see “Part III. Item 13. Certain Relationships and Related Party Transactions, and Director Independence.”

We have agreed to indemnify Huntsman for certain liabilities, including those related to the operation of our business while it was still owned by Huntsman, and while Huntsman will indemnify us for certain liabilities, such indemnities may not be adequate.

Pursuant to the separation agreement and other agreements with Huntsman, we agreed to indemnify Huntsman for certain liabilities, including those related to the operation of our business while it was still owned by Huntsman, in each case for uncapped amounts. Indemnity payments that we may be required to provide Huntsman may be significant and could negatively impact our business. Third parties could also seek to hold us responsible for liabilities that Huntsman has agreed to retain. Further, there can be no assurance that the indemnity from Huntsman for its retained liabilities will be sufficient to protect us against the full amount of such liabilities, or that Huntsman will be able to fully satisfy its indemnification obligations to us.

33

Moreover, even if we ultimately succeed in recovering from Huntsman any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves.

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

For any tax periods (or portions thereof) prior to the separation and our IPO, we or one or more of our subsidiaries will be included in consolidated, combined, unitary or similar tax reporting groups with Huntsman (including Huntsman’s consolidated group for U.S. federal income tax purposes). Applicable laws (including U.S. federal income tax laws) often provide that each member of such a tax reporting group is liable for the group’s entire tax obligation. Thus, to the extent Huntsman or other members of a tax reporting group of which we or one of our subsidiaries was a member fails to make any tax payments required by law, we could be liable for the shortfall. Huntsman will indemnify us for any taxes attributable to Huntsman and the internal reorganization and separation transactions that we or one of our subsidiaries are required to pay as a result of our (or one of our subsidiaries’) membership in such a tax reporting group with Huntsman. We will also be responsible for any increase in Huntsman’s tax liability for any period in which we or any of our subsidiaries are combined or consolidated with Huntsman to the extent attributable to our business (including any increase resulting from audit adjustments). Furthermore, with respect to periods prior to the separation in which one or more of Huntsman’s subsidiaries are included in a consolidated, combined, unitary or similar tax reporting group with us, and if one or more of Huntsman’s subsidiaries receives an adjustment that increases taxable income, such adjustment may result in the utilization of Venator tax attributes. The use of such Venator attributes would be free of charge to Huntsman and would result in the reduction of our deferred tax assets along with an increase in deferred tax expense in cases where no valuation allowance has been recognized against such deferred tax assets.

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

Further, by virtue of Huntsman’s ownership and the tax matters agreement, Huntsman effectively controls all of our tax decisions in connection with any tax reporting group tax returns in which we (or any of our subsidiaries) are included. The tax matters agreement provides that Huntsman has sole authority to respond to and conduct all tax proceedings (including tax audits) and to prepare and file all such reporting group tax returns in which we or one of our subsidiaries are included on our behalf (including the making of any tax elections). This arrangement may result in conflicts of interest between Huntsman and us. See “Part III. Item 13. Certain Relationships and Related Party Transactions, and Director Independence.”

In addition, for U.S. federal income tax purposes Huntsman recognized 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 increased. This basis step-up gave rise to a deferred tax asset of $77 million that we recognized for the quarter ended September 30, 2017. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate from 35% to 21%, the basis step-up gives 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. For the quarter ended September 30, 2017 we 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 were expected to be approximately $73 million. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate, we recognized that the aggregate future payments required by this provision are expected to be approximately $34 million. We have recognized a noncurrent liability for this amount as of December 31, 2017 and 2018. 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.

See “Part II. Item 8. Financial Statements and Supplementary Data—Note 19. Income Taxes” of this report for the amount of our known contingent tax liabilities. We currently have no reason to believe that we have any unrecorded outstanding tax liabilities from prior years; however, due to the inherent complexity of tax law, the many countries in which we operate, and the unpredictable nature of tax authorities, we believe there is inherent uncertainty.

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

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

34

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

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

Based on the composition of our assets, income and a review of our activities we do not believe that we currently are a PFIC, and we do not expect to become a PFIC in future taxable years. However, our status as a PFIC in any taxable year will depend on our assets, income and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable years, and it is possible that the IRS would not agree with our conclusion, or the U.S. tax laws could change significantly.

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

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

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

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

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

Certain members of our board of directors and management may have actual or potential conflicts of interest because of their ownership of shares of common stock of Huntsman and the overlap of three members of our board with the board of directors of Huntsman.

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

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

35

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

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

Risks Related to Our Ordinary Shares

The market price of our ordinary shares could become more volatile and investments could lose value.

The market price of our ordinary shares and the number of shares traded each day has experienced significant fluctuations since our separation from Huntsman and may continue to fluctuate significantly. The market price for our ordinary shares may be affected by a number of factors, including those described above in “—Risks Related to Our Business” and the following:

• the failure of securities analysts to cover our ordinary shares or changes in financial estimates by analysts;

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

• our strategic actions;

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

• general economic and stock market conditions;

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

• future sales of our ordinary shares or other securities; and

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

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

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

Any sales of substantial amounts of our ordinary shares in the public market or the perception that such sales might occur may cause the market price of our ordinary shares to decline and impede our ability to raise capital through the issuance of equity securities. Subject to our agreements with Huntsman described in “Part III. Item 13. Certain Relationships and Related Party Transactions, and Director Independence,” we are not restricted from issuing additional ordinary shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, ordinary shares or any substantially similar securities.

In connection with the IPO and the separation, we and Huntsman entered into a Registration Rights Agreement, pursuant to which we agreed, upon the request of Huntsman, to use our best efforts to effect the registration under applicable securities laws of the disposition of our ordinary shares retained by Huntsman. Huntsman has advised us that it intends to continue to monetize its retained ownership stake in Venator. Subject to prevailing market and other conditions, this future monetization may be effected in additional follow-on capital markets transactions or block transactions that permit an orderly distribution of Huntsman's retained shares.

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

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

U.S. investors may have difficulty enforcing civil liabilities against us, our directors or members of senior management.

36

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

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

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

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

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

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

Huntsman owns approximately 49% of our voting share capital, and therefore may trigger the "mandatory offer" regime under Rule 9 of the Takeover Code. The application of the mandatory offer regime would mean that to the extent that the Takeover Code applies to Venator, except with the consent of the Takeover Panel, Huntsman would not be able to increase its interest in Venator’s voting share capital without being obliged to make a mandatory offer for all of the outstanding shares in Venator not already owned by Huntsman. In addition: (i) any shareholder holding less than 30% of our voting share capital would not be able to increase their interest to 30% or above without being obliged to make a Rule 9 mandatory offer for the remaining shares in Venator not already held by such shareholder; and (ii) any shareholder already holding between 30% and 50% of our voting share capital would not be able to increase their interest without being obliged to make a mandatory offer, in each case without the consent of the UK Takeover Panel.

A majority of our current board of directors resides outside of the U.K., the Channel Islands and the Isle of Man. The Takeover Panel has confirmed that, based upon the non-UK residency of a majority of our current board of directors, our current management structure and our intended plans for our current directors and management, for the purposes of the Takeover Code, we are currently considered to have our place of central management and control outside the U.K., the Channel Islands or the Isle of Man. Therefore, the Takeover Code does not currently apply to us. It is possible that in the future circumstances could change that may cause the Takeover Code to apply to us.

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

37

In the case of certain increases in our issued share capital, under English law, existing holders of shares are entitled to pre-emption rights to subscribe for such shares, unless shareholders dis-apply such rights by a special resolution at a shareholders’ meeting. These pre-emption rights have been dis-applied for a period of five years by our shareholders in connection with our IPO and we intend to propose equivalent resolutions in the future once the initial period of dis-application has expired. We cannot assure prospective U.S. investors that any exemption from the registration requirements of the Securities Act or applicable non-U.S. securities laws would be available to enable U.S. or other non-U.K. holders to exercise such pre-emption rights or, if available, that we will utilize any such exemption.

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

We do not plan to declare dividends on our ordinary shares in the foreseeable future. Additionally, our debt agreements place certain restrictions on our ability to pay cash dividends. Consequently, unless we revise our dividend policy, your only opportunity to achieve a return on your investment in us will be if you sell your ordinary shares at a price greater than you paid for it.

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

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

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

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

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

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

ITEM 2. PROPERTIES

We own or lease chemical manufacturing and research facilities in the locations indicated in the list below which we believe are adequate for our short-term and anticipated long-term needs. We own or lease office space and storage facilities throughout the world. Our headquarters operations are conducted across two of our administrative offices: Wynyard, U.K. and The Woodlands, Texas. Our principal executive offices are located at the Wynyard location, with the address of Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, TS22 5FD, United Kingdom.

38

The following is a list of our principal owned or leased properties where manufacturing, research and main office facilities are located.

Location(2)	Business Segment(4)	Description of Facility
Duisburg, Germany	Various	TiO2, Functional Additives, Water Treatment Manufacturing and Research Facility and Administrative Offices
Greatham, U.K.	TiO2	TiO2 Manufacturing Facility
Huelva, Spain	TiO2	TiO2 Manufacturing Facility
Lake Charles, Louisiana(3)	TiO2	TiO2 Manufacturing Facility
Pori, Finland(5)	TiO2	TiO2 Manufacturing Facility
Scarlino, Italy	TiO2	TiO2 Manufacturing Facility
Teluk Kalung, Malaysia(1)	TiO2	TiO2 Manufacturing Facility
Uerdingen, Germany(1)	TiO2	TiO2 Manufacturing Facility
Augusta, Georgia	Additives	Color Pigments Manufacturing Facility
Birtley, U.K.	Additives	Color Pigments Manufacturing Facility
Comines, France	Additives	Color Pigments Manufacturing Facility
Dandenong, Australia(1)	Additives	Color Pigments Manufacturing Facility
Freeport, Texas	Additives	Timber Treatments Manufacturing Facility
Harrisburg, North Carolina	Additives	Timber Treatments Manufacturing Facility
Ibbenbueren, Germany(1)	Additives	Water Treatment Manufacturing Facility
Kidsgrove, U.K.	Additives	Color Pigments Manufacturing Facility
Los Angeles, California	Additives	Color Pigments Manufacturing Facility
Schwarzheide, Germany(1)	Additives	Water Treatment Manufacturing Facility
Sudbury, U.K.	Additives	Color Pigments Manufacturing Facility
Taicang, China	Additives	Color Pigments Manufacturing Facility
Turin, Italy	Additives	Color Pigments Manufacturing Facility
Walluf, Germany(1)	Additives	Color Pigments Manufacturing Facility
Everberg, Belgium	Various	Shared Services Center and Administrative Offices
Kuala Lumpur, Malaysia(1)	Various	Shared Services Center and Administrative Offices
The Woodlands, Texas(1)	Various	Headquarters & Administrative Offices
Wynyard, U.K.(1)	Various	Headquarters & Administrative Offices, Research Facility and Shared Services Center

(1) Leased land and/or building.

(2) Excludes plant in Umbogintwini, South Africa, which was closed in the fourth quarter of 2016, plants in St. Louis, Missouri and Calais, France which were both closed in 2017, and plants in Easton, Pennsylvania and Beltsville, Maryland, which were both closed in 2018.

(3) Owned by LPC, our unconsolidated manufacturing joint venture which is owned 50% by us and 50% by Kronos.

(4) Solely for the purposes of this column, “TiO₂” and “Additives” represent the Titanium Dioxide and Performance Additives segments, respectively.

(5) The Pori, Finland plant closure was announced in the third quarter of 2018 and is anticipated to be completed in 2022.

ITEM 3. LEGAL PROCEEDINGS

Shareholder Class Action Claim

On February 8, 2019 we, certain of our executive officers, Huntsman and certain banks who acted as underwriters in connection with our IPO and secondary offering were named as defendants in a proposed class action civil suit filed in the District Court for the State of Texas, Dallas County, by a purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on December 1, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding our response to the fire that occurred at our

39

Pori, Finland manufacturing facility, among other allegations. The plaintiff seeks to determine that the proceeding is a class action, and to obtain alleged compensatory damages, costs, rescission and equitable relief. We may be required to indemnify our executive officers, Huntsman and the banks who acted as underwriters in our IPO and secondary offerings for losses incurred by them in connection with these matters pursuant to our agreements with such parties.

Other Proceedings

See “Part II. Item 8. Financial Statements and Supplementary Data—Note 22. Commitments and Contingencies” of this report.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

40

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holders

Our ordinary shares, $0.001 par value per share, are listed on the New York Stock Exchange (“NYSE”) under the symbol “VNTR.” As of February 12, 2019, there were three shareholders of record and the closing price of our ordinary shares on the New York Stock Exchange was $5.52 per share.

Dividend Policy

For the foreseeable future, we do not expect to pay dividends. However, we anticipate that our board of directors will consider the payment of dividends from time to time to return a portion of our profits to our shareholders when we experience adequate levels of profitability and associated reduced debt leverage. If our board of directors determines to pay any dividend in the future, there can be no assurance that we will continue to pay such dividends or the amount of such dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

See “Part III. Item 11. Executive Compensation” of this report for information relating to our equity compensation plans.

Purchases of Equity Securities by the Company

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 December 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
October	—	$	—	—	$	—
November	—	—		—	—
December	24,021	4.19		—	—
Total	24,021	$	4.19	—	$	—

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

41

ITEM 6. SELECTED FINANCIAL DATA

The Selected Financial Data should be read in conjunction with “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II. Item 8. Financial Statements and Supplementary Data” of this report.

(in millions, except per share amounts)	2018			2017		2016			2015			2014
Statements of Operations Data:
Revenues	$	2,265		$	2,209	$	2,139		$	2,162		$	1,549
(Loss) income from continuing operations	(157		)	136		(85		)	(362		)	(171		)
(Loss) income per share from continuing operations attributable to Venator ordinary shareholders	$	(1.53	)	$	1.19	$	(0.89	)	$	(3.47	)	$	(1.63	)
Balance Sheet Data (at year end):
Total assets	$	2,485		$	2,847	$	2,661		$	3,413		$	3,933
Total long-term liabilities	1,087			1,083		1,309			1,477			1,579
Total assets from continuing operations(1)	2,485			2,847		2,535			3,205			3,722
Total long-term liabilities from continuing operations(2)	1,087			1,083		1,231			1,359			1,447

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

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

42

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the information under the headings "Note Regarding Forward-Looking Statements,"“Part I. Item 1A. Risk Factors,” “Part II. Item 6. Selected Financial Data” and “Part I. Item 1. Business,” as well as the audited consolidated and combined financial statements and the related notes thereto. The following MD&A gives effect to the recast as described in “Part II. Item 8. Financial Statements and Supplementary Data—Note 16. Discontinued Operations” of this report.

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 consolidated and combined financial statements include all revenues, costs, assets, liabilities and cash flows directly attributable to us. The 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 consolidated and combined financial information for the periods prior to the separation reflect the combination of these legal entities under common control, the historical consolidated and combined financial information prior to the separation 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 II. Item 8. Financial Statements and Supplementary Data—Note 16. Discontinued Operations” of this report.

In addition, the 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 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 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

Potential Acquisition of Tronox European Paper Laminates Business

On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed.

Pori Fire

43

On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland, experienced fire damage. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. During the twelve months ended December 31, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO₂ manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. We currently plan to transfer certain technology and the production of select product grades, namely for inks, cosmetics, pharmaceutical and food grade applications, from Pori to other sites within our network. In addition, and as market conditions warrant, we intend to strengthen the existing manufacturing network by increasing its efficiency and by providing greater manufacturing flexibility. Please see "Part II, Item 1A. Risk Factors-Risks Relating to our Business-We may be unsuccessful in our announced intentions to close the Pori, Finland site and transfer specialty and differentiated production to other sites within our manufacturing network within the anticipated timeframe and we may not experience the full anticipated benefits of our transfer and strengthen program."

Recent Trends and Outlook

In 2019, we expect results in our Titanium Dioxide segment to reflect: (i) soft near-term demand largely as a result of customer destocking; (ii) regional disparities in TiO₂ pricing trends reflecting specific supply and demand balances; (iii) soft economic environment in China and Europe, including the direct and indirect effects of Brexit; (iv) manageable raw material and energy cost increases; (v) seasonal improvement in volumes in the first half of 2019 compared with the fourth quarter of 2018; (vi) increased production of specialty and differentiated product grades; and (vii) additional cost improvement actions. In our Performance Additives segment, we expect near-term business trends to be driven by: (i) a seasonal improvement in sales volumes compared to the fourth quarter of 2018; (ii) continued pricing momentum; (iii) softer economic conditions in China and Europe; (iv) increased raw material and energy costs; and (v) additional cost improvement actions.

We completed the actions to deliver the fixed cost reduction target as part of our 2017 Business Improvement Program in the fourth quarter of 2018. The full $60 million run rate benefit is expected to be captured in the first quarter of 2019. In the first quarter of 2019 we announced additional cost reduction initiatives which are expected to provide approximately $40 million of annual adjusted EBITDA benefit compared to 2018. Actions are expected to be complete in 2020 ending 2020 at the full run rate level.

In 2019, we expect to spend approximately $130 million on capital expenditures, which includes spending to transfer our specialty technology from Pori to other sites in our manufacturing network.

We expect our corporate and other costs will be approximately $50 million in 2019.

Results of Operations

The following table sets forth our consolidated and combined results of operations for the years ended December 31, 2018, 2017 and 2016.

44

	Year Ended December 31,									Percent Change Year Ended December 31,
(Dollars in millions)	2018			2017			2016			2018 vs. 2017		2017 vs. 2016
Revenues	$	2,265		$	2,209		$	2,139		3	%	3	%
Cost of goods sold	1,550			1,744			1,989			(11	)%	(12	)%
Operating expenses(4)	218			226			176			(4	)%	28	%
Restructuring, impairment and plant closing and transition costs	628			52			35			1,108	%	49	%
Operating (loss) income	(131		)	187			(61		)	NM		NM
Interest expense, net	(40		)	(40		)	(44		)	—	%	(9	)%
Other income (expense)	6			39			(3		)	(85	)%	NM
(Loss) income from continuing operations before income taxes	(165		)	186			(108		)	NM		NM
Income tax benefit (expense) from continuing operations	8			(50		)	23			NM		NM
(Loss) income from continuing operations	(157		)	136			(85		)	NM		NM
Income from discontinued operations, net of tax	—			8			8			(100	)%	—	%
Net (loss) income	(157		)	144			(77		)	NM		NM
Reconciliation of net (loss) income to adjusted EBITDA:
Interest expense, net	40			40			44			—	%	(9	)%
Income tax (benefit) expense from continuing operations	(8		)	50			(23		)	NM		NM
Depreciation and amortization	132			127			114			4	%	11	%
Net income attributable to noncontrolling interests	(6		)	(10		)	(10		)	(40	)%	—	%
Other adjustments:
Business acquisition and integration expenses	20			5			11
Separation expense, net	2			7			—
U.S. income tax reform	—			(34		)	—
Net income of discontinued operations, net of tax	—			(8		)	(8		)
Loss (gain) on disposition of businesses/assets	2			—			(22		)
Certain legal settlements and related expenses	—			1			2
Amortization of pension and postretirement actuarial losses	15			17			10
Net plant incident (credits) costs	(232		)	4			1
Restructuring, impairment and plant closing and transition costs	628			52			35
Adjusted EBITDA(1)	$	436		$	395		$	77		10	%	413	%
Net cash provided by operating activities from continuing operations	282			337			80			(16	)%	321	%
Net cash used in investing activities from continuing operations	(321		)	(11		)	(96		)	2,818	%	(89	)%
Net cash (used in) provided by financing activities from continuing operations	(18		)	(123		)	32			(85	)%	NM
Capital expenditures	(326		)	(197		)	(103		)	65	%	91	%

45

	Year Ended December 31, 2018							Year Ended December 31, 2017							Year Ended December 31, 2016
(Dollars in millions)	Gross		Tax(3)		Net			Gross		Tax(3)		Net			Gross		Tax(3)		Net
Reconciliation of net (loss) income to adjusted net income (loss) attributable to Venator Materials PLC ordinary shareholders:
Net (loss) income					$	(157	)					$	144						$	(77	)
Net income attributable to noncontrolling interests					(6		)					(10		)					(10		)
Other adjustments:
Business acquisition and integration expenses	20		(3	)	17			5		(2	)	3			11		(5	)	6
Separation expense, net	2		—		2			7		—		7			—		—		—
U.S. income tax reform	—		—		—			(34	)	16		(18		)	—		—		—
Significant changes to income tax valuation allowances(3)	—		(5	)	(5		)	—		—		—			—		—		—
Net income of discontinued operations	—		—		—			(11	)	3		(8		)	(9	)	1		(8		)
Loss (gain) on disposition of businesses/assets	2		—		2			—		—		—			(22	)	5		(17		)
Certain legal settlements and related expenses	—		—		—			1		—		1			2		(1	)	1
Amortization of pension and postretirement actuarial losses	15		—		15			17		—		17			10		—		10
Net plant incident (credits) costs	(232	)	47		(185		)	4		(1	)	3			1		(1	)	—
Restructuring, impairment and plant closing and transition costs	628		(76	)	552			52		(5	)	47			35		(7	)	28
Adjusted net income (loss) attributable to Venator Materials PLC ordinary shareholders(2)					$	235						$	186						$	(67	)
Weighted-average shares-basic					106.4							106.3							106.3
Weighted-average shares-diluted					106.7							106.7							106.3
Net (loss) income attributable to Venator Materials PLC ordinary shareholders per share:
Basic					$	(1.53	)					$	1.26						$	(0.82	)
Diluted					$	(1.53	)					$	1.26						$	(0.82	)
Other non-GAAP measures:
Adjusted net income (loss) attributable to Venator Materials PLC ordinary shareholders per share:(2)
Basic					$	2.21						$	1.75						$	(0.63	)
Diluted					$	2.20						$	1.74						$	(0.63	)

NM—Not meaningful

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

We believe adjusted EBITDA is useful to investors in assessing our ongoing financial performance and provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of our operational profitability and that may obscure underlying business results and trends. However, this measure should not be considered in isolation or viewed as a substitute for net income or other measures of performance determined in

46

accordance with U.S. GAAP. Moreover, adjusted EBITDA as used herein is not necessarily comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation. Our management believes this measure is useful to compare general operating performance from period to period and to make certain related management decisions. Adjusted EBITDA is also used by securities analysts, lenders and others in their evaluation of different companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. Therefore, the impact of interest expense on earnings can vary significantly among companies. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. As a result, effective tax rates and tax expense can vary considerably among companies. Finally, companies employ productive assets of different ages and utilize different methods of acquiring and depreciating such assets. This can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

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

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

(2) Adjusted net income (loss) attributable to Venator Materials PLC ordinary shareholders is computed by eliminating the after-tax amounts related to the following from net income attributable to Venator Materials PLC ordinary shareholders: (a) business acquisition and integration expenses; (b) separation expense, net; (c) U.S. income tax reform; (d) significant changes to income tax valuation allowances; (e) net income of discontinued operations; (f) loss (gain) on disposition of businesses/assets; (g) certain legal settlements and related expenses; (h) amortization of pension and postretirement actuarial losses; (i) net plant incident (credits) costs; (j) 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. These measures exclude similar non-cash item as Adjusted EBITDA in order to assist our investors in comparing our performance from period to period and as such, bear similar risks as Adjusted EBITDA as documented in footnote (1) above. For that reason, adjusted net income and the related per share amounts, should not be considered in isolation and should be considered only to supplement analysis of U.S. GAAP results.

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

(4) As presented within Item 7, operating expense includes selling. general and administrative expenses and other operating expense (income), net.

47

Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017

For the year ended December 31, 2018, net loss was $157 million on revenues of $2,265 million, compared with a net income of $144 million on revenues of $2,209 million for the same period in 2017. The decrease of $301 million in net income was the result of the following items:

• Revenues for the year ended December 31, 2018 increased by $56 million, or 3%, as compared with the same period in 2017. The increase was due to a $62 million, or 4%, increase in revenue in our Titanium Dioxide segment primarily due to an increase in average selling price, partially offset by a $6 million, or 1%, decrease in revenue in our Performance Additives segment due primarily to decreases in volumes. See “—Segment Analysis” below.

• Our operating expenses for the year ended December 31, 2018 decreased by $8 million, or 4%, as compared to the same period in 2017, primarily resulting from reduced overhead costs.

• Restructuring, impairment and plant closing and transition costs for the year ended December 31, 2018 increased to $628 million from $52 million for the same period in 2017. For more information concerning restructuring activities, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 12. Restructuring, Impairment and Plant Closing and Transition Costs” of this report.

• Other income for the year ended December 31, 2018 decreased by $33 million primarily as a result of the recognition of income in 2017 related to the change in the future payment to Huntsman pursuant to the tax matters agreement entered into as part of our separation. The change in future expected payment was due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate from 35% to 21%.

• Our income tax benefit for the year ended December 31, 2018 was $8 million compared to $50 million of income tax expense 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 “Part II. Item 8. Financial Statements and Supplementary Data—Note 19. Income Taxes” of this report.

Segment Analysis

	Year Ended December 31,						Percent Change Favorable (Unfavorable)
(in millions)	2018			2017
Revenues
Titanium Dioxide	$	1,666		$	1,604		4	%
Performance Additives	599			605			(1	)%
Total	$	2,265		$	2,209		3	%
Segment adjusted EBITDA
Titanium Dioxide	$	417		$	387		8	%
Performance Additives	62			72			(14	)%
Corporate and other	(43		)	(64		)	33	%
Total	$	436		$	395		10	%

	Year Ended December 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	13	%	3	%	1	%	(13	)%
Performance Additives	3	%	2	%	(2	)%	(4	)%

NM—Not meaningful

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

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

48

Titanium Dioxide

The Titanium Dioxide segment generated revenues of $1,666 million in the twelve months ended December 31, 2018, an increase of $62 million, or 4%, compared to the same period in 2017. The increase was primarily due to a 13% increase in average selling price, a 3% favorable impact from foreign currency translation, and a 1% increase due to mix and other, offset by a 13% decrease in volumes. The increase in selling prices compared to the prior year reflects more favorable business conditions allowing for an increase in prices globally. Sales volumes decreased primarily due to customer destocking and lower availability of certain specialty product grades due, in part, to extended planned maintenance turnarounds, reduced operating rates at our Pori, Finland manufacturing facility and other plant closures as part of our restructuring programs. Excluding the impact of the fire at our Pori plant and the impact of plants closed as part of our restructuring programs, sales volumes decreased by 9% compared to the prior year.

Adjusted EBITDA for the Titanium Dioxide segment increased by $30 million for the year ended December 31, 2018 compared to the same period in 2017. This increase is primarily a result of improvements in pricing, $19 million of benefits as a result of our 2017 business improvement program, and the sale of $14 million of energy credits in 2018, offset by the impact of higher raw materials and energy costs and the impact of insurance proceeds received in 2017 to reimburse lost earnings from our Pori, Finland facility.

Performance Additives

The Performance Additives segment generated $599 million of revenue in the twelve months ended December 31, 2018, a decline of $6 million, or 1%, compared to the same period in 2017 resulting from a 4% decrease in volumes and a 2% decrease due to the unfavorable impact of sales mix and other partially offset by a 3% increase in pricing and a 2% improvement from the favorable impact of foreign currency translation. The decline in volumes was primarily as a result of customer destocking in Functional Additives, the discontinuation of sales of certain Timber Treatment products to a large customer, and plant shutdowns in the second quarter of 2018 as part of our restructuring plans, while the increase in selling prices is as a result of price increases for certain products within Functional Additives, Color Pigments and Timber Treatment to offset higher raw material and energy costs.

Adjusted EBITDA in the Performance Additives segment decreased by $10 million, or 14%, for the twelve months ended December 31, 2018 compared to the same period in 2017, primarily due to higher raw materials and energy costs, offset by higher average selling prices and $8 million of benefits from our 2017 business improvement program.

Corporate and other

Corporate and other represents expenses which are not allocated to our segments. Losses from Corporate and other were $43 million, or $21 million lower for the twelve months ended December 31, 2018 than the same period in 2017 as our costs to operate as a standalone company are lower than those costs historically allocated to us from Huntsman.

Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

For the year ended December 31, 2017, net income was $144 million on revenues of $2,209 million, compared with a net loss of $77 million on revenues of $2,139 million for the same period in 2016. The increase of $221 million in net income was the result of the following items:

• Revenues for the year ended December 31, 2017 increased by $70 million, or 3%, as compared with the same period in 2016. The increase was due to a $50 million, or 3%, increase in revenue in our Titanium Dioxide segment primarily due to increases in selling price, and a $20 million, or 3%, increase in revenue in our Performance Additives segment due to increases in selling price and volumes. See “—Segment Analysis” below.

• Our operating expenses for the year ended December 31, 2017 increased by $50 million, or 28%, as compared to the same period in 2016, primarily as a result of a $23 million gain on disposals of businesses and a $6 million gain from an insurance recovery in 2016, both of which were non-recurring. In addition, $14 million of incremental costs related to our separation from Huntsman were incurred during 2017, along with $6 million of unfavorable foreign currency exchange losses. These increases were partially offset by $6 million in savings from our restructuring programs.

• Restructuring, impairment and plant closing and transition costs for the year ended December 31, 2017 increased to $52 million from $35 million for the same period in 2016. For more information concerning restructuring activities, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 12. Restructuring, Impairment and Plant Closing and Transition Costs” of this report.

49

• Other income for the year ended December 31, 2017 increased by $42 million primarily as a result of the change in the future expected payment to Huntsman pursuant to the tax matters agreement entered into as part of our separation. The change in future expected payment is due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate from 35% to 21%.

• Our income tax expense for the year ended December 31, 2017 increased to $50 million from a $23 million income tax benefit for the same period in 2016. Our income tax expense is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 19. Income Taxes” of this report.

Segment Analysis

	Year Ended December 31,						Percent Change Favorable (Unfavorable)
(in millions)	2017			2016
Revenues
Titanium Dioxide	$	1,604		$	1,554		3	%
Performance Additives	605			585			3	%
Total	$	2,209		$	2,139		3	%
Segment adjusted EBITDA
Titanium Dioxide	$	387		$	61		534	%
Performance Additives	72			69			4	%
Corporate and other	(64		)	(53		)	(21	)%
Total	$	395		$	77		413	%

	Year Ended December 31, 2017 vs. 2016
	Average Selling Price(1)
	Local Currency		Foreign Currency Translation Impact		Mix & Other		Sales Volumes(2)
Period-Over-Period Increase (Decrease)
Titanium Dioxide	18	%	1	%	(2	)%	(14	)%
Performance Additives	1	%	—	%	—	%	2	%

NM—Not meaningful

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

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

Titanium Dioxide

The $50 million, or 3%, increase in revenues in our Titanium Dioxide segment for the year ended December 31, 2017

compared to the same period in 2016 was primarily due to an 19% improvement in selling prices, of which 1% was due to

favorable foreign currency effects, partially offset by a 14% decrease in sales volumes and a 2% decrease due to product mix and other. The improvements in selling prices were primarily as a result of continued improvement in business conditions for TiO₂, allowing for an increase in prices. Sales volumes decreased primarily as a result of the fire at our Pori, Finland manufacturing facility. Excluding the impact of the fire at our Pori plant, sales volumes decreased by 2% as compared to the same period in 2016.

Segment adjusted EBITDA of our Titanium Dioxide segment increased by $326 million for the year ended

December 31, 2017 compared to the same period in 2016 primarily as a result of an increase in revenue of $321 million related to higher selling prices and a $36 million reduction in costs, primarily due to our 2017 business improvement program, offset by an increase in other manufacturing costs of $27 million.

50

Performance Additives

The increase in revenues in our Performance Additives segment of $20 million, or 3%, for the year ended December 31, 2017 compared to the same period in 2016 was primarily due to a 1% improvement in average selling prices and a 2% increase in sales volumes. The improvement in prices was primarily in our Functional Additives product line where we successfully raised prices to offset increases in prices of raw materials.

Segment adjusted EBITDA in our Performance Additives segment increased by $3 million, or 4%, due to increases in

revenues from higher volumes and selling prices. These increases were offset by increased costs and the release of an environmental reserve relating to a previously owned property in the third quarter of 2016, which drove a net decrease in segment adjusted EBITDA year over year.

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

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

million, compared with a net loss from continuing operations of $362 million on revenues of $2,162 million in 2015. The

decrease of $277 million in net loss from continuing operations was the result of the following items:

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

• Our operating expenses for the year ended December 31, 2016 decreased by $87 million, or 33%, as compared to 2015, primarily related to a $33 million decrease in acquisition expenses, $30 million decrease in other selling, general and administrative expenses as a result of cost savings from restructuring programs and a favorable $5 million foreign currency exchange impact of the strengthening U.S. dollar against other major international currencies.

• Restructuring, impairment and plant closing and transition costs for the year ended December 31, 2016 decreased to $35 million from $220 million in 2015. For more information concerning restructuring activities, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 12. Restructuring, Impairment and Plant Closing and Transition Costs” of this report.

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

• Our income tax benefit for the year ended December 31, 2016 decreased to $23 million from $34 million in 2015. Our tax benefit is significantly affected by the mix of income and losses in the tax jurisdictions in which we operate, as impacted by the presence of valuation allowances in certain tax jurisdictions. For further information concerning taxes, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 19. Income Taxes” of this report.

Segment Analysis

	Year Ended December 31,						Percent Change Favorable (Unfavorable)
(in millions)	2016			2015
Revenues
Titanium Dioxide	$	1,554		$	1,584		(2	)%
Performance Additives	585			578			1	%
Total	$	2,139		$	2,162		(1	)%
Segment adjusted EBITDA
Titanium Dioxide	$	61		$	(8	)	NM
Performance Additives	69			69			—	%
Corporate and other	(53		)	(53		)	—	%
Total	$	77		$	8		863	%

51

	Year Ended December 31, 2016 vs. 2015
	Average Selling Price(1)
	Local Currency		Foreign Currency Translation Impact		Mix & Other		Sales Volumes(2)
Period-Over-Period Increase (Decrease)
Titanium Dioxide	(6	)%	(1	)%	1	%	4	%
Performance Additives	—	%	(1	)%	(2	)%	4	%

NM—Not meaningful

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

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

Titanium Dioxide

The decrease in revenues of $30 million, or 2%, in our Titanium Dioxide segment for the year ended December 31, 2016 compared to the same period of 2015 was due to a 7% decrease in average selling prices, which includes a 1% increase due to the impact of foreign currency translation, partially offset by a 4% increase in sales volumes and a 1% increase due to mix and other. Average selling prices decreased primarily as a result of competitive pressure while sales volumes increased primarily due to increased end-use demand.

Segment adjusted EBITDA increased by $69 million primarily due to savings resulting from our restructuring programs and a decrease in other operating expenses of $11 million due to insurance proceeds received relating to a 2015 casualty loss at our Uerdingen, Germany manufacturing facility, partially offset by a $30 million decrease in revenue.

Performance Additives

The increase in revenues in our Performance Additives segment of $7 million, or 1%, for the year ended December 31,

2016 compared to the same period of 2015 was due to 4% increase from an increase in sales volumes partially offset by a 1% unfavorable impact of foreign currency translation and a 2% decrease form sales mix and other. Segment adjusted EBITDA was consistent year over year.

Liquidity and Capital Resources

Prior to the separation, our primary source of liquidity and capital resources was 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 $165 million and $238 million as of December 31, 2018 and 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.

On August 8, 2017, in connection with our IPO and the separation, we entered into new financing arrangements and incurred new debt, including $375 million of Senior Notes issued by our subsidiaries Venator Finance S.à r.l. and Venator Materials LLC (the "Issuers"), 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 $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of $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 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. The borrowing base calculation as of December 31, 2018 is in excess of $268 million, of which $259 million is available to be drawn.

52

Items Impacting Short-Term and Long-Term Liquidity

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

• Cash inflows from our accounts receivable and inventory, net of accounts payable, decreased by $140 million for the year ended December 31, 2018 as reflected in our consolidated and combined statements of cash flows. For 2019, we expect to spend approximately $130 million on capital expenditures. 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; certain cost reduction projects; and the cost to transfer our specialty and differentiated manufacturing from Pori, Finland to other sites within our manufacturing network. We expect to fund this spending with cash on hand as well as cash provided by operations and borrowings.

• During the year ended December 31, 2018, we made contributions to our pension and postretirement benefit plans of $47 million. During the first quarter of 2019, we expect to contribute an additional amount of approximately $6 million to these plans.

• We are involved in a number of cost reduction programs for which we have established restructuring accruals. As of December 31, 2018, we had $32 million of accrued restructuring costs of which $18 million is classified as current. We expect to incur and pay additional restructuring and plant closing costs of approximately $26 million during 2019. For further discussion of these plans and the costs involved, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 12. Restructuring, Impairment and Plant Closing and Transition Costs” of this report.

• In the first quarter of 2019 we announced additional cost reduction initiatives which are expected to provide approximately $40 million of annual adjusted EBITDA benefit compared to 2018. Actions will be complete in 2020 ending 2020 at the full run rate level.

• On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland, experienced fire damage. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. During the twelve months ended December 31, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017.The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand. Prior to the fire, 60% of the site capacity produced specialty products which, on average, contributed greater than 75% of the site EBITDA from January 1, 2015 through January 30, 2017. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO₂ manufacturing facility and transfer the specialty and differentiated product grades to other sites. We currently intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. We plan to transfer certain technology and the production of select product grades, namely for inks, cosmetics, pharmaceutical and food grade applications, from Pori to other sites within our network. In addition, and as market conditions warrant, we will strengthen the existing manufacturing network by increasing its efficiency and by providing greater manufacturing flexibility. Please see "Part II, Item 1A. Risk Factors-Risks Relating to our Business-We may be unsuccessful in our announced intentions to close the Pori, Finland site and transfer specialty and differentiated production to other sites within our manufacturing network within the anticipated timeframe and we may not experience the full anticipated benefits of our transfer and strengthen program."

• We have $735 million in aggregate principal outstanding under $370 million, 5.75% of Senior Notes due 2025, and a $365 million Term Loan Facility. See further discussion under "Financing Arrangements."

As of December 31, 2018 and 2017, we had $8 million and $14 million, respectively, classified as current portion of debt.

As of December 31, 2018 and 2017, we had $36 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 December 31, 2018, our non-U.K. subsidiaries have no plan to distribute earnings in a manner that would cause them to be subject to material U.K., U.S., or other

53

local country taxation. As of December 31, 2017, our non-U.K. subsidiaries made no distribution of earnings that caused them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2016, there were no unremitted earnings of subsidiaries to consider for indefinite reinvestment.

Cash Flows for the Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017

Net cash provided by operating activities from continuing operations was $282 million for the twelve months ended December 31, 2018 while net cash provided by operating activities from continuing operations was $337 million for the twelve months ended December 31, 2017. The decrease in net cash provided by operating activities from continuing operations for the twelve months ended December 31, 2018 compared with the same period of 2017 was primarily attributable to the $301 milliondecrease in net income described in “—Results of Operations” above, a $263 million unfavorable variance in changes in assets and liabilities, and an unfavorable decrease in deferred income taxes of $38 million, partially offset by an increase in noncash restructuring and impairment charges of $584 million.

Net cash used in investing activities from continuing operations was $321 million for the twelve months ended December 31, 2018, compared to net cash used in investing activities from continuing operations of $11 million for the twelve months ended December 31, 2017. The increase in net cash used in investing activities from continuing operations for the twelve months ended December 31, 2018 compared with the same period of 2017 was primarily attributable to a $205 millionincrease in capital expenditures, net of insurance proceeds for recovery of property damage, an increase in net payments from affiliates of $121 million year over year,partially offset by a change of $10 million related to cash received and cash invested in unconsolidated affiliates.

Net cash used in financing activities from continuing operations was $18 million for the twelve months ended December 31, 2018, compared to net cash used in financing activities from continuing operations of $123 million for the twelve months ended December 31, 2017. The decrease in net cash used in financing activities from continuing operations for the twelve months ended December 31, 2018 compared with the same period of 2017 was primarily attributable to a decrease of $732 million final settlement of affiliate balances at separation and a decrease in net repayments on affiliates accounts payable of $100 million from 2017 to 2018, offset by a decrease in proceeds received from the issuance of the Senior Notes and Senior Credit facilities net of the payment of debt issuance costs of $732 million in 2017.

Cash Flows for the Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

Net cash provided by operating activities from continuing operations was $337 million for the twelve months ended December 31, 2017 while net cash provided by operating activities from continuing operations was $80 million for the twelve months ended December 31, 2016. The increase in net cash provided by operating activities from continuing operations for the twelve months ended December 31, 2017 compared with the same period of 2016 was primarily attributable to the $221 million increase in net income described in “—Results of Operations” above, a favorable increase in deferred income taxes of $33 million, and a favorable increase in depreciation and amortization expense of $13 million.

Net cash used in investing activities from continuing operations was $11 million for the twelve months ended December 31, 2017, compared to net cash used in investing activities from continuing operations of $96 million for the twelve months ended December 31, 2016. The increase in net cash provided by investing activities from continuing operations for the twelve months ended December 31, 2017 compared with the same period of 2016 was primarily attributable to an increase in (advances to) payments from affiliates of $126 million year over year.Partially offset by a net cash outflow of $9 million related to cash received and cash invested in unconsolidated affiliates and an $18 million increase in capital expenditures, net of insurance proceeds for recovery of property damage.

Net cash used in financing activities from continuing operations was $123 million for the twelve months ended December 31, 2017, compared to net cash provided by financing activities from continuing operations of $32 million for the twelve months ended December 31, 2016. The decrease in net cash used in financing activities from continuing operations for the twelve months ended December 31, 2017 compared with the same period of 2016 was primarily attributable to $732 million final settlement of affiliate balances at separation and an increase in net repayments on affiliates accounts payable of $147 million from 2016 to 2017 offset by proceeds from the issuance of the Senior Notes and Senior Credit facilities net of the payment of debt issuance costs of $732 million in 2017.

Changes in Financial Condition

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

54

(Dollars in millions)	December 31, 2018		December 31, 2017		Increase (Decrease)			Percent Change
Cash and cash equivalents	$	165	$	238	$	(73	)	(31	)%
Accounts and notes receivable, net	351		380		(29		)	(8	)%
Accounts receivable from affiliates	—		12		(12		)	(100	)%
Inventories	538		454		84			19	%
Prepaid expenses	20		19		1			5	%
Other current assets	51		66		(15		)	(23	)%
Total current assets from continuing operations	1,125		1,169		(44		)	(4	)%
Accounts payable	382		385		(3		)	(1	)%
Accounts payable to affiliates	18		16		2			13	%
Accrued liabilities	135		244		(109		)	(45	)%
Current portion of debt	8		14		(6		)	(43	)%
Total current liabilities from continuing operations	543		659		(116		)	(18	)%
Working capital	$	582	$	510	$	72		14	%

NM—Not meaningful

Our working capital increased by $72 million as a result of the net impact of the following significant changes:

• Cash and cash equivalents decreased by $73 million primarily due to inflows of $282 million from operating activities from continuing operations partially offset by $321 million of cash outflows from investing activities from continuing operations and outflows of $18 million from financing activities of continuing operations.

• Accounts receivable decreased by $29 million primarily due to lower sales year over year.

• Inventories increased by $84 million primarily due to customer destocking during the year ended December 31, 2018.

• Accrued liabilities decreased by $109 million primarily due to capital accruals for the Pori, Finland rebuild at December 31, 2017 which are no longer in place.

• Accounts receivable from and accounts payable to affiliates represent financing arrangements with affiliates of Huntsman. For further information, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 15. Debt” of this report as well as accrued costs for our restructuring programs.

The following information summarizes our working capital as of December 31, 2017 and 2016:

(Dollars in millions)	December 31, 2017		December 31, 2016			Increase (Decrease)			Percent Change
Cash and cash equivalents	$	238	$	29		$	209		721	%
Accounts and notes receivable, net	380		247			133			54	%
Accounts receivable from affiliates	12		243			(231		)	(95	)%
Inventories	454		426			28			7	%
Prepaid expenses	19		11			8			73	%
Other current assets	66		59			7			12	%
Total current assets from continuing operations	1,169		1,015			154			15	%
Accounts payable	385		297			88			30	%
Accounts payable to affiliates	16		695			(679		)	(98	)%
Accrued liabilities	244		146			98			67	%
Current portion of debt	14		10			4			40	%
Total current liabilities from continuing operations	659		1,148			(489		)	(43	)%
Working capital (deficit)	$	510	$	(133	)	$	643		NM

Our working capital increased by $643 million as a result of the net impact of the following significant changes:

• Cash and cash equivalents increased by $209 million primarily due to inflows of $337 million from operating activities from continuing operations partially offset by $11 million of cash outflows from investing activities from continuing operations and outflows of $123 million from financing activities of continuing operations.

55

• Accounts receivable increased by $133 million primarily due to higher revenues in the year ended December 31, 2017 compared to the year ended December 31, 2016 as well as from the impacts of discontinuing our participation in Huntsman’s accounts receivable securitization program.

• Accrued liabilities increased by $98 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 “Part II. Item 8. Financial Statements and Supplementary Data—Note 15. Debt” of this report as well as accrued costs for our restructuring programs.

Capital Leases

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

Year ending December 31:	Amount
2019	$	1
2020	2
2021	1
2022	1
Thereafter	8
Total minimum payments	13
Less: Amounts representing interest	(3		)
Present value of minimum lease payments	10
Less: Current portion of capital leases	(1		)
Long-term portion of capital leases	$	9

In addition to these capital leases, we entered into certain financing transactions in connection with our IPO, including the use of the net proceeds of the Senior Notes offering and borrowings under the Term Loan Facility to repay $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of $18 million. The Senior Notes and the Senior Credit Facilities are described in greater detail in “Part II. Item 8. Financial Statements and Supplementary Data – Note 15. Debt” of this report.

Financing Arrangements

For a discussion of financing arrangements, see “Part II. Item 8. Financial Statements and Supplementary Data – Note 15. Debt” of this report.

A/R Programs

For a discussion of A/R programs, see “Part II. Item 8. Financial Statements and Supplementary Data – Note 15. Debt – A/R Programs” of this report.

Cross-Currency Swap

For a discussion of cross-currency swaps, see “Part II. Item 8. Financial Statements and Supplementary Data – Note 17. Derivative Instruments and Hedging Activities” of this report.

Contractual Obligations and Commercial Commitments

Our obligations under long-term debt (including the current portion), lease agreements and other contractual commitments from continuing operations as of December 31, 2018 are summarized below:

56

(Dollars in millions)	2019		2020-2021		2022-2023		After 2023		Total
Long-term debt, including current portion(1)	$	7	$	9	$	9	$	723	$	748
Interest(2)	43		86		89		57		275
Operating leases	13		20		10		40		83
Purchase commitments(3)	110		167		67		25		369
Total(4)(5)	$	173	$	282	$	175	$	845	$	1,475

(1) In connection with our IPO, we entered into the Senior Credit Facilities and two of our subsidiaries issued the Senior Notes, which includes (i) $375 million of Senior Notes and (ii) borrowings of $375 million under our term loan facility. In addition, we entered into a $300 million ABL facility at closing of our IPO, which, together with the term loan facility, we refer to as the Senior Credit Facilities. We used the net proceeds of the Senior Notes offering and the term loan facility to repay $732 million of net intercompany debt owed to Huntsman and to pay related fees and expenses of $18 million. For more information, See “—Financing Arrangements.”

(2) Interest calculated using actual and forecasted interest rates as of December 31, 2018 and contractual maturity dates.

(3) We have various purchase commitments extending through 2029 for materials, supplies and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2018. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. To the extent the contract requires a minimum notice period, such notice period has been included in the above table. The contractual purchase price for substantially all of these contracts is variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. We also have a limited number of contracts which require a minimum payment even if no volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. For each of the years ended December 31, 2018, 2017 and 2016, we made minimum payments of nil, $2 million and $1 million, respectively, under such take or pay contracts without taking the product.

(4) Totals do not include commitments pertaining to our pension and other postretirement obligations. Our estimated future contributions to our pension and postretirement plans are as follows:

(Dollars in millions)	2019		2020-2021		2022-2023		5-Year Average Annual
Pension plans	$	24	$	54	$	58	$	32
Other postretirement obligations	—		—		—		—

(5) The above table does not reflect expected tax payments and unrecognized tax benefits due to the inability to make reasonably reliable estimates of the timing and amount of payments. For additional discussion on unrecognized tax benefits, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 19. Income Taxes” of this report.

Off-Balance-Sheet Arrangements

No off-balance sheet arrangements exist at this time.

Restructuring, Impairment and Plant Closing and Transition Costs

For further discussion of these and other restructuring plans and the costs involved, see “Part II. Item 8. Financial Statements and Supplementary Data – Note 12. Restructuring, Impairment and Plant Closing and Transition Costs” of this report.

Legal Proceedings

For a discussion of legal proceedings, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 22. Commitments and Contingencies—Legal Matters” of this report.

Environmental, Health and Safety Matters

As noted in “Part 1. Item 1. Business—Environmental, Health and Safety Matters” and “Part 1. Item 1A. Risk Factors” of this report, we are subject to extensive environmental regulations, which may impose significant additional costs on

57

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 “Part II. Item 8. Financial Statements and Supplementary Data—Note 23. Environmental, Health and Safety Matters” of this report.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 2. Recently Issued Accounting Pronouncements” of this report.

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 consolidated and combined financial statements. Our significant accounting policies are summarized in “Part II. Item 8. Financial Statements and Supplementary Data—Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies” of this report. Summarized below are our critical accounting policies:

Employee Benefit Programs

We sponsor several contributory and non-contributory defined benefit plans, covering employees primarily in the U.S., the U.K., Germany and Finland, but also covering employees in a number of other countries. We fund the material plans through trust arrangements (or local equivalents) where the assets are held separately from us. We also sponsor unfunded postretirement plans which provide medical and, in some cases, life insurance benefits covering certain employees in the U.S. and Canada. Amounts recorded in our consolidated and combined financial statements are recorded based upon actuarial valuations performed by various third-party actuaries. Inherent in these valuations are numerous assumptions regarding expected long-term rates of return on plan assets, discount rates, compensation increases, mortality rates and health care cost trends. We evaluate these assumptions at least annually.

The discount rate is used to determine the present value of future benefit payments at the end of the year. For our U.S. and non-U.S. plans, the discount rates were based on the results of matching expected plan benefit payments with cash flows from a hypothetical yield curve constructed with high-quality corporate bond yields.

The following weighted-average discount rate assumptions were used for the defined benefit and other postretirement plans for the year:

	2018		2017		2016
Defined benefit plans
Projected benefit obligation	2.38	%	2.21	%	2.28	%
Net periodic pension cost	2.21	%	1.86	%	3.27	%
Other postretirement benefit plans
Projected benefit obligation	3.50	%	3.38	%	3.72	%
Net periodic pension cost	3.30	%	3.72	%	6.94	%

The expected return on plan assets is determined based on asset allocations, historical portfolio results, historical asset correlations and management's expected long-term return for each asset class. The expected rate of return on U.S. plan assets was 7.75% in 2018 and 2017, each, and the expected rate of return on non-U.S. plans was 5.21% and 5.68% for 2018 and 2017, respectively.

The expected increase in the compensation levels assumption reflects our long-term actual experience and future expectations.

Management, with the advice of actuaries, uses judgment to make assumptions on which our employee pension and postretirement benefit plan obligations and expenses are based. The effect of a 1% change in three key assumptions is summarized as follows (dollars in millions):

58

Assumptions	Statement of Operations(1)			Balance Sheet Impact(2)
Discount rate
1% increase	$	(12	)	$	(154	)
1% decrease	12			175
Expected long-term rates of return on plan assets
1% increase	(9		)	—
1% decrease	9			—
Rate of compensation increase
1% increase	2			12
1% decrease	(2		)	(11		)

(1) Estimated (decrease) increase on 2018 net periodic benefit cost

(2) Estimated (decrease) increase on December 31, 2018 pension and postretirement liabilities and accumulated other comprehensive loss

Income Taxes

We use 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 businesses and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limit our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions. As of December 31, 2018, we had total valuation allowances of $220 million. See “Part II. Item 8. Financial Statements and Supplementary Data—Note 19. Income Taxes” of this report for more information regarding our valuation allowances.

As of December 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.

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. We are required to determine if an income tax position meets the criteria of more-likely-than-not to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires us to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more-likely-than-not we are required to make judgments and apply assumptions in order to measure the amount of the tax benefits to recognize. These judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in our consolidated and combined financial statements.

Long-Lived Assets

The useful lives of our property, plant and equipment are estimated based upon our historical experience, engineering estimates and industry information and are reviewed when economic events indicate that we may not be able to recover the carrying value of the assets. The estimated lives of our property range from 3 to 50 years and depreciation is recorded on the straight-line method. Inherent in our estimates of useful lives is the assumption that periodic maintenance and an appropriate level of annual capital expenditures will be performed. Without on-going capital improvements and maintenance, the productivity and cost efficiency declines and the useful lives of our assets would be shorter.

Management uses judgment to estimate the useful lives of our long-lived assets. At December 31, 2018, if the estimated useful lives of our property, plant and equipment had either been one year greater or one year less than their recorded lives, then depreciation expense for 2018 would have been approximately $12 million less or $15 million greater, respectively.

59

We are required to evaluate the carrying value of our long-lived tangible and intangible assets whenever events indicate that such carrying value may not be recoverable in the future or when management’s plans change regarding those assets, such as idling or closing a plant. We evaluate impairment by comparing undiscounted cash flows of the related asset groups that are largely independent of the cash flows of other asset groups to their carrying values. Key assumptions in determining the future cash flows include the useful life, technology, competitive pressures, raw material pricing and regulations. In connection with our asset evaluation policy, we reviewed all of our long-lived assets for indicators that the carrying value may not be recoverable.

Restructuring and Plant Closing and Transition Costs

We recorded restructuring charges in recent periods in connection with closing certain plant locations, workforce reductions and other cost savings programs in each of our business segments. These charges are recorded when management has committed to a plan and incurred a liability related to the plan. Estimates for plant closing costs include the write-off of the carrying value of the plant, any necessary environmental and/or regulatory costs, contract termination and demolition costs. Estimates for workforce reductions and other costs savings are recorded based upon estimates of the number of positions to be terminated, termination benefits to be provided and other information, as necessary. Management evaluates the estimates on a quarterly basis and will adjust the reserve when information indicates that the estimate is above or below the currently recorded estimate. For further discussion of our restructuring activities, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 12. Restructuring, Impairment and Plant Closing and Transition Costs” of this report.

Contingent Loss Accruals

Environmental remediation costs for our facilities are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. Estimates of environmental reserves require evaluating government regulation, available technology, site-specific information and remediation alternatives. We accrue an amount equal to our best estimate of the costs to remediate based upon the available information. The extent of environmental impacts may not be fully known and the processes and costs of remediation may change as new information is obtained or technology for remediation is improved. Our process for estimating the expected cost for remediation considers the information available, technology that can be utilized and estimates of the extent of environmental damage. Adjustments to our estimates are made periodically based upon additional information received as remediation progresses. As of December 31, 2018 and 2017, we had recognized a liability of $12 million, each, related to these environmental matters. For further information, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 23. Environmental, Health and Safety Matters” of this report.

We are subject to legal proceedings and claims arising out of our business operations. We routinely assess the likelihood of any adverse outcomes to these matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after analysis of each known claim. We have an active risk management program consisting of numerous insurance policies secured from many carriers. These policies often provide coverage that is intended to minimize the financial impact, if any, of the legal proceedings. The required reserves may change in the future due to new developments in each matter. For further information, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 22. Commitments and Contingencies—Legal Proceedings” of this report.

Variable Interest Entities—Primary Beneficiary

We evaluate each of our variable interest entities on an on-going basis to determine whether we are the primary beneficiary. Management assesses, on an on-going basis, the nature of our relationship to the variable interest entity, including the amount of control that we exercise over the entity as well as the amount of risk that we bear and rewards we receive in regard to the entity, to determine if we are the primary beneficiary of that variable interest entity. Management judgment is required to assess whether these attributes are significant. The factors management considers when determining if we have the power to direct the activities that most significantly impact each of our variable interest entity’s economic performance include supply arrangements, manufacturing arrangements, marketing arrangements and sales arrangements. We consolidate all variable interest entities for which we have concluded that we are the primary beneficiary. For the years ended December 31, 2018, 2017 and 2016, the percentage of revenues from our consolidated variable interest entities in relation to total revenues that will ultimately be attributable to Venator is 5.2%, 5.7% and 5.4%, respectively. For further information, see “Part II. Item 8. Financial Statements and Supplementary Data—Note 8. Variable Interest Entities” of this report.

60

ITEM 7A. 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 $365 million at December 31, 2018. A hypothetical 1% increase in interest rates on our floating rate debt as of December 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 December 31, 2018 and 2017 we had $89 million and $109 million 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 2019, the amount of accumulated other comprehensive loss at December 31, 2018 related to hedging transactions that is expected to be reclassified to earnings is immaterial. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions.

Commodity Price Risk

A portion of our products and raw materials are commodities whose prices fluctuate as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to fluctuate with the changes in the business cycle. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share commodity price risk. We did not have any commodity derivative instruments in place as of December 31, 2018 and 2017.

61

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

VENATOR MATERIALS PLC AND SUBSIDIARIES

INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

	Page
Audited Consolidated and Combined Financial Statements
Reports of Independent Registered Public Accounting Firms	63
Consolidated and Combined Balance Sheets as of December 31, 2018 and 2017	65
Consolidated and Combined Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016	66
Consolidated and Combined Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2018, 2017 and 2016	67
Consolidated and Combined Statements of Equity for the Years Ended December 31, 2018, 2017 and 2016	68
Consolidated and Combined Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016	69
Notes to Consolidated and Combined Financial Statements	70

62

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Venator Materials PLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Venator Materials PLC and subsidiaries (the "Company") as of December 31, 2018, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for the year ended December 31, 2018, the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte LLP

Leeds, United Kingdom

February 20, 2019

We have served as the Company's auditor since 2018.

63

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Venator Materials PLC

Opinion on the Financial Statements

We have audited the accompanying consolidated and combined balance sheet of Venator Materials PLC and subsidiaries (the "Company") as of December 31, 2017, the related consolidated and combined statements of operations, comprehensive income (loss), equity, and cash flows, for each of the two years in the period ended December 31, 2017, and the related notes listed in the Index for Item 8 and Schedule II - Valuation and Qualifying Accounts included in Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of a Matter

As discussed in Note 1 to the financial statements, the financial statements include allocations of direct and indirect corporate expenses from Huntsman Corporation through the date of separation and are presented on a stand-alone basis as if Venator's operations had been conducted independently from Huntsman Corporation; however, prior to Separation, Venator did not operate as a separate, stand-alone entity for the period presented and, as such, the financial statements may not be fully indicative of Venator's financial position, results of operations and cash flows as an unaffiliated company from Huntsman Corporation.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 23, 2018

We began serving as the Company’s auditor in 2016. In 2018, we became the predecessor auditor.

64

VENATOR MATERIALS PLC AND SUBSIDIARIES

CONSOLIDATED AND COMBINED BALANCE SHEETS

(In millions, except par value)	December 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents(a)	$	165		$	238
Accounts receivable (net of allowance for doubtful accounts of $5, each)(a)	351			380
Accounts receivable from affiliates	—			12
Inventories(a)	538			454
Prepaid expenses	20			19
Other current assets	51			66
Total current assets	1,125			1,169
Property, plant and equipment, net(a)	994			1,367
Intangible assets, net(a)	16			20
Investment in unconsolidated affiliates	83			86
Deferred income taxes	178			167
Other noncurrent assets	89			38
Total assets	$	2,485		$	2,847
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable(a)	$	382		$	385
Accounts payable to affiliates	18			16
Accrued liabilities(a)	135			244
Current portion of debt(a)	8			14
Total current liabilities	543			659
Long-term debt	740			743
Other noncurrent liabilities	313			306
Noncurrent payable to affiliates	34			34
Total liabilities	1,630			1,742
Commitments and contingencies (Notes 22 and 23)
Equity
Ordinary shares $0.001 par value, 200 shares authorized, 106 each issued and 106 each outstanding, respectively	—			—
Additional paid-in capital	1,316			1,311
Retained (deficit) earnings	(96		)	67
Accumulated other comprehensive loss	(373		)	(283		)
Total Venator	847			1,095
Noncontrolling interest in subsidiaries	8			10
Total equity	855			1,105
Total liabilities and equity	$	2,485		$	2,847

(a) At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

See notes to consolidated and combined financial statements.

65

VENATOR MATERIALS PLC AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

	Year ended December 31,
(Dollars in millions, except per share amounts)	2018			2017			2016
Trade sales, services and fees, net	$	2,265		$	2,209		$	2,139
Cost of goods sold	1,550			1,744			1,989
Operating expenses:
Selling, general and administrative (includes corporate allocations from Huntsman of nil, $62 and $104, respectively)	212			216			221
Restructuring, impairment and plant closing and transition costs	628			52			35
Other operating expense (income), net	6			10			(45		)
Total operating expenses	846			278			211
Operating (loss) income	(131		)	187			(61		)
Interest expense	(53		)	(100		)	(59		)
Interest income	13			60			15
Other income (expense), net	6			39			(3		)
(Loss) income from continuing operations before income taxes	(165		)	186			(108		)
Income tax benefit (expense)	8			(50		)	23
(Loss) income from continuing operations	(157		)	136			(85		)
Income from discontinued operations, net of tax	—			8			8
Net (loss) income	(157		)	144			(77		)
Net income attributable to noncontrolling interests	(6		)	(10		)	(10		)
Net (loss) income attributable to Venator	$	(163	)	$	134		$	(87	)
Basic (losses) earnings per share:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	(1.53	)	$	1.19		$	(0.89	)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	—			0.07			0.07
Net (loss) income attributable to Venator Materials PLC ordinary shareholders	$	(1.53	)	$	1.26		$	(0.82	)
Diluted (losses) earnings per share:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	(1.53	)	$	1.18		$	(0.89	)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	—			0.08			0.07
Net (loss) income attributable to Venator Materials PLC ordinary shareholders	$	(1.53	)	$	1.26		$	(0.82	)

See notes to consolidated and combined financial statements.

66

VENATOR MATERIALS PLC AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

	Year ended December 31,
(Dollars in millions)	2018			2017			2016
Net (loss) income	$	(157	)	$	144		$	(77	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(90		)	106			32
Pension and other postretirement benefits adjustments	(11		)	39			(54		)
Hedging instruments	11			(5		)	—
Other comprehensive (loss) income, net of tax	(90		)	140			(22		)
Comprehensive (loss) income	(247		)	284			(99		)
Comprehensive income attributable to noncontrolling interest	(6		)	(10		)	(10		)
Comprehensive (loss) income attributable to Venator	$	(253	)	$	274		$	(109	)

See notes to consolidated and combined financial statements.

67

VENATOR MATERIALS PLC AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY

	Total Venator Materials PLC Equity
(Dollars in millions)	Parent's Net Investment and Advances			Ordinary Shares		Additional Paid-In Capital		Retained (Deficit) Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interest in Subsidiaries			Total
Balance, January 1, 2016	$	1,112		$	—	$	—	$	—		$	(401	)	$	17		$	728
Net (loss) income	(87		)	—		—		—			—			10			(77		)
Net changes in other comprehensive loss	—			—		—		—			(22		)	—			(22		)
Dividends paid to noncontrolling interests	—			—		—		—			—			(14		)	(14		)
Net changes in parent’s net investment and advances	(437		)	—		—		—			—			(1		)	(438		)
Balance, December 31, 2016	$	588		$	—	$	—	$	—		$	(423	)	$	12		$	177
Net income	67			—		—		67			—			10			144
Net changes in other comprehensive loss	—			—		—		—			140			—			140
Dividends paid to noncontrolling interests	—			—		—		—			—			(12		)	(12		)
Net changes in parent’s net investment and advances	653			—		—		—			—			—			653
Conversion of parent's net investment and advances to paid-in capital	$	(1,308	)	$	—	$	1,308	$	—		$	—		$	—		$	—
Activity related to stock plans	$	—		$	—	$	3	$	—		$	—		$	—		$	3
Balance, December 31, 2017	$	—		$	—	$	1,311	$	67		$	(283	)	$	10		$	1,105
Net (loss) income	—			—		—		(163		)	—			6			(157		)
Net changes in other comprehensive loss	—			—		—		—			(90		)	—			(90		)
Dividends paid to noncontrolling interests	—			—		—		—			—			(8		)	(8		)
Activity related to stock plans	—			—		5		—			—			—			5
Balance, December 31, 2018	$	—		$	—	$	1,316	$	(96	)	$	(373	)	$	8		$	855

See notes to consolidated and combined financial statements.

68

VENATOR MATERIALS PLC AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

	Year ended December 31,
(Dollars in millions)	2018			2017			2016
Operating Activities:
Net (loss) income	$	(157	)	$	144		$	(77	)
Income from discontinued operations, net of tax	—			(8		)	(8		)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	132			127			114
Deferred income taxes	(19		)	19			(14		)
Loss (gain) on disposal of assets	—			1			(22		)
Noncash restructuring and impairment charges	591			7			10
Insurance proceeds for business interruption, net of gain on recovery	—			21			—
Noncash interest	1			18			44
Noncash (gain) loss on foreign currency transactions	(6		)	1			(9		)
Other, net	9			13			1
Changes in assets and liabilities:
Accounts receivable	25			(24		)	(12		)
Inventories	(103		)	8			106
Prepaid expenses	(1		)	(2		)	1
Other current assets	(13		)	(1		)	(4		)
Other noncurrent assets	(49		)	9			(9		)
Accounts payable	(27		)	51			17
Accrued liabilities	(96		)	13			(40		)
Other noncurrent liabilities	(5		)	(60		)	(18		)
Net cash provided by operating activities from continuing operations	282			337			80
Net cash provided by operating activities from discontinued operations	—			1			17
Net cash provided by operating activities	282			338			97
Investing Activities:
Capital expenditures	(326		)	(197		)	(103		)
Insurance proceeds for recovery of property damage	—			76			—
Cash received from unconsolidated affiliates	34			44			32
Investment in unconsolidated affiliates	(30		)	(50		)	(29		)
Repayment of government grant	—			(5		)	—
Net payments from (advances to) affiliates	—			121			(5		)
Proceeds from sale of businesses/assets	1			—			9
Net cash used in investing activities from continuing operations	(321		)	(11		)	(96		)
Net cash used in investing activities from discontinued operations	—			(1		)	(22		)
Net cash used in investing activities	(321		)	(12		)	(118		)
Financing Activities:
Proceeds from short-term debt	—			1			1
Net (repayments) borrowings from affiliate accounts payable	—			(100		)	47
Payments on notes payable	(6		)	—			—
Final settlement of affiliate balances at separation	—			(732		)	—
Principal payments on long-term debt	(4		)	(12		)	(2		)
Dividends paid to noncontrolling interests	(8		)	(12		)	(14		)
Proceeds from issuance of long-term debt	—			750			—
Debt issuance costs paid	—			(18		)	—
Net cash (used in) provided by financing activities from continuing operations	(18		)	(123		)	32
Net cash used in financing activities from discontinued operations	—			—			(2		)
Net cash (used in) provided by financing activities	(18		)	(123		)	30
Effect of exchange rate changes on cash	(16		)	5			(1		)
(Decrease) increase in cash and cash equivalents, including discontinued operations	(73		)	208			8
Cash and cash equivalents at beginning of period, including discontinued operations	238			30			22
Cash and cash equivalents at end of period, including discontinued operations	$	165		$	238		$	30
Supplemental cash flow information:
Cash paid for interest	$	46		$	28		$	5
Cash paid for income taxes	34			21			7
Noncash investing and financing activities:
The amount of capital expenditures in accounts payable	$	70		$	39		$	21
Received noncash settlements of notes receivable from affiliates	—			57			270
Settled noncash long-term debt to affiliates	—			792			145

See notes to consolidated and combined financial statements. 

69

VENATOR MATERIALS PLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies

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 16 manufacturing and processing facilities in Europe, North America, Asia and Australia.

Recent Developments

Potential Acquisition of Tronox European Paper Laminates Business

On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed.

Pori Fire

On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland, experienced fire damage. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand. Prior to the fire, 60% of the site capacity produced specialty products. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products.

On April 13, 2018, we received a final payment from our insurers of €191 million, or $236 million, bringing our total insurance receipts to €468 million, or $551 million, which was the limit of our insurance proceeds. We elected to receive the insurance proceeds in Euro in order to match the currency of the related business interruption losses and capital expenditures resulting from the Pori fire. For the twelve months ended December 31, 2018, we received €243 million, or $298 million, of insurance proceeds, while €225 million, or $253 million, was received during 2017.

During the twelve months ended December 31, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The difference between payments received from our insurers of $551 million and the insurance recovery income of $558 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the periods.

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

We recorded a loss of $10 million and $21 million for cleanup and other non-capital reconstruction costs in cost of goods sold for the twelve months ended December 31, 2018 and 2017, respectively. We recorded a loss of $31 million for the write-off of fixed assets and lost inventory in cost of goods sold in our consolidated and combinedstatements of operations for the twelve months ended December 31, 2017.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO₂ manufacturing facility and transfer the specialty and differentiated product grades to other sites.

70

We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. We currently plan to transfer certain technology and the production of select product grades, namely for inks, cosmetics, pharmaceutical and food grade applications, from Pori to other sites within our network. In addition, and as market conditions warrant, we intend to strengthen the existing manufacturing network by increasing its efficiency and by providing greater manufacturing flexibility. As part of the plan, we recorded restructuring expense of $465 million for the twelve months ended December 31, 2018, of which $417 million related to acceleration depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $39 million of cash and $426 million of noncash charges.

Basis of Presentation

Venator’s consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 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 consolidated and combined financial statements at the time the transaction is recorded and the net effect of the settlement of these transactions is reflected in the consolidated and combined statements of cash flows as a financing activity. Because the historical consolidated and combined financial information for the periods prior to the separation reflect the combination of these legal entities under common control, the historical consolidated and combined financial information prior to the separation 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 16. Discontinued Operations.”

For purposes of these consolidated and combined financial statements, all significant transactions with Huntsman International, a wholly-owned subsidiary of Huntsman through which Huntsman operates all of its businesses, have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated.

Prior to our separation, Huntsman performed certain administrative and other services for Venator. These expenses were incurred by Huntsman and allocated to Venator based on either specific services provided or based on Venator’s total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations were reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil, $62 million and $104 million for the years ended December 31, 2018, 2017 and 2016, respectively.

In the notes to consolidated and combined financial statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies

Asset Retirement Obligations

Venator accrues for asset retirement obligations, which consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs, in the period in which the obligations are incurred. Asset retirement obligations are initially recorded at estimated fair value. When the related liability is initially recorded, Venator capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its estimated settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, Venator will recognize a gain or loss for any difference between the settlement amount and the liability recorded. See “Note 13. Asset Retirement Obligations.”

71

Carrying Value of Long-Lived Assets

Venator reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and Venator recognizes an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved.

Cash and Cash Equivalents

Venator considers cash in bank accounts and short-term highly liquid investments with remaining maturities of three months or less at the date of purchase to be cash and cash equivalents.

Prior to the separation, Venator participated in Huntsman International’s cash pooling program. The cash pooling program was an intercompany borrowing arrangement designed to reduce Venator’s dependence on external short-term borrowing. See “Note 15. Debt.”

Cost of Goods Sold

Venator classifies the costs of manufacturing and distributing its products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed expenses directly associated with production. Manufacturing costs include, among other things, plant site operating costs and overhead costs (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight, and warehousing costs are also included in cost of goods sold.

Derivative Transactions and Hedging Activities

All derivatives are recorded on Venator’s consolidated and combined balance sheets at fair value. Prior to January 1, 2018, the effective portion of changes in the fair value of derivatives designated as hedges were recorded in other comprehensive income (loss) until the hedge item impacts earnings at which point the accumulated gains and losses were recognized in other income (expense), net in the consolidated and combined statements of operations. The ineffective portion of the change in fair value of derivatives accounted for as hedges and the gains and losses of derivatives not designated as hedges were recognized in earnings. Beginning January 1, 2018, the gains and losses on derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and recognized in income (expense), when the hedged item impacts earnings. See “Note 17. Derivative Instruments and Hedging Activities.”

Environmental Expenditures

Environmental-related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and cleanup obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “Note 23. Environmental, Health and Safety Matters.”

Financial Instruments

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, amounts receivable from affiliates, accounts payable, current portion of amounts payable to affiliates, and accrued liabilities approximate their fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is estimated using prevailing market prices. The estimated fair values of Venator’s long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market.

Foreign Currency Translation

Venator is domiciled in the U.K. which uses the British pound sterling, however, we report in U.S. dollars. The accounts of Venator’s operating subsidiaries outside of the U.S. consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance

72

sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss.

Foreign currency transaction gains and losses are recorded in other expense (income), net in the consolidated and combined statements of operations and were net gains of $6 million, net losses of $1 million, and net gains of $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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. Venator evaluates 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, Venator considers the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits Venator’s ability to consider other subjective evidence such as Venator’s projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

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

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

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

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

Prior to the separation, Venator included the U.S. Titanium Dioxide and Performance Additives subsidiaries of Huntsman International which were treated for U.S. tax purposes as divisions of Huntsman International. Huntsman International was included in the U.S. consolidated tax return of its parent, Huntsman. The U.S. tax expense, deferred tax assets, and deferred tax liabilities in these financial statements do not necessarily reflect the tax expense, deferred tax assets, or deferred tax liabilities that would have resulted had Venator not been operated as a U.S. income tax branch structure in combination with Huntsman. A 2% U.S. state income tax rate (net of federal benefit) was estimated for Venator based upon the estimated apportionment factors and actual income tax rates in state tax jurisdictions where it had nexus. U.S. foreign tax credits relating to taxes paid by non-U.S. business entities were generated and utilized by Huntsman. On a separate entity basis, these foreign tax credits would not have been generated or utilized, therefore, no additional allocation of Huntsman foreign tax credits was necessary. Additionally, Huntsman had no U.S. net operating loss carryforward amounts (“NOLs”) or similar attributes to allocate. Venator believes this methodology is reasonable and complies with Staff Accounting Bulletin Topic 1B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.

73

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. Venator is required to determine if an income tax position meets the criteria of more-likely-than-not to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires Venator to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more-likely-than-not, Venator is required to make judgments and apply assumptions in order to measure the amount of the tax benefits to recognize. The judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in the consolidated and combined financial statements. See “Note 19. Income Taxes.”

Intangible Assets

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

Patents, trademarks and technology	5 - 30 years
Other intangibles	5 - 15 years

Inventories

Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out and average costs methods for different components of inventory.

Legal Costs

Venator expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Buildings and leasehold improvements	5 - 50 years
Plant and equipment	3 - 30 years

Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments, and major repairs that significantly extend the useful life of the assets are capitalized and the assets replaced, if any, are retired.

Research and Development

Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs charged to expense were $17 million, $16 million and $15 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Revenue Recognition

Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied, 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. Revenues is measured as the amount of consideration we expect to receive in exchange for transferred goods.

74

Share-based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which the employee is required to provide services in exchange for the award.

Reclassification

Certain amounts in the consolidated and combined financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications were to record results of operations of other businesses of Huntsman to discontinued operations. See "Note 16. Discontinued Operations.”

Earnings (Losses) Per Share

Basic earnings (losses) per share excludes dilution and is computed by dividing net income (loss) attributable to Venator Materials PLC ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) attributable to Venator Materials PLC 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.

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.” The adoption of these ASUs did not have a significant impact on our consolidated and combined financial statements.

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

75

other nonoperating income, whereas we historically presented these within cost of goods sold and selling, general and administrative expenses. As a result of the retrospective adoption of this ASU, for the years ended December 31, 2017 and 2016, cost of goods sold increased by $6 million and $2 million, respectively, selling, general and administrative expenses decreased by $2 million and $4 million, respectively, and other income increased by $4 million and decreased by $2 million, respectively, within our consolidated and combined statements of operations.

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

Accounting Pronouncements Pending Adoption in Future Periods

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. We expect to use the package of practical expedients that allows us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We plan to apply the short-term lease exception, therefore we will not record a right-of-use asset or corresponding lease liability for leases with a term of twelve months or less and instead recognize a single lease cost allocated over the lease term, generally on a straight-line basis. We plan to adopt ASU 2016-02 using the alternative transition method set forth in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, issued in July 2018, which allows for the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of the new standard will have a material impact on our consolidated and combined balance sheet due to the recognition of right-of-use assets and lease liabilities. Because of the transition method we will use to adopt the new standard, it will not be applied to periods prior to adoption and the adoption will have no impact on our previously reported results or disclosure. We are additionally assessing the impact of the new standard on our internal controls over financial reporting. Upon adoption, we expect to record approximately $50 million to $55 million of additional right-of-use assets and lease obligations. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact, will be recorded as an adjustment to retained earnings. We do not anticipate that this standard will have a material impact on our statement of operations or statement of cash flows.

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 completed our assessment and we do not anticipate this will have a material impact on our statement of comprehensive income.

In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20). The amendments in this ASU add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. This ASU eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The ASU also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This standard is effective for fiscal years ending after December 15, 2020 and must be applied on a retrospective basis. We are

76

evaluating the effect of adopting this new accounting guidance, but do not expect adoption will have a material impact on our financial position.

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. At contract inception, we assess the goods promised in our contracts and identify a performance obligation for each promise to transfer to the customer a good that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping, at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if 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 years ended December 31, 2018, 2017 and 2016:

	2018						2017						2016
	Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total
North America	$	296	$	277	$	573	$	281	$	301	$	582	$	260	$	291	$	551
Europe	828		206		1,034		794		194		988		733		187		920
Asia	368		98		466		349		97		446		336		90		426
Other	174		18		192		180		13		193		225		17		242
Total Revenues	$	1,666	$	599	$	2,265	$	1,604	$	605	$	2,209	$	1,554	$	585	$	2,139

The following table disaggregates our revenue by major product line for the years ended December 31, 2018, 2017 and 2016:

	2018						2017						2016
	Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total
TiO2	$	1,666	$	—	$	1,666	$	1,604	$	—	$	1,604	$	1,554	$	—	$	1,554
Color Pigments	—		294		294		—		302		302		—		296		296
Functional Additives	—		140		140		—		130		130		—		126		126
Timber Treatment	—		142		142		—		151		151		—		140		140
Water Treatment	—		23		23		—		22		22		—		23		23
Total Revenues	$	1,666	$	599	$	2,265	$	1,604	$	605	$	2,209	$	1,554	$	585	$	2,139

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

77

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.

Note 4. Earnings (Losses) Per Share

Basic earnings (losses) per share excludes dilution and is computed by dividing net (loss) income attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) 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 (losses) per share was based on the ordinary shares that were outstanding at the time of our IPO.

Basic and diluted earnings (losses) per share is determined using the following information:

	For the years ended December 31,
	2018			2017		2016
Numerator:
Basic and diluted (loss) income from continuing operations:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	(163	)	$	126	$	(95	)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	$	—		$	8	$	8
Basic and diluted net (loss) income:
Net (loss) income attributable to Venator Materials PLC ordinary shareholders	$	(163	)	$	134	$	(87	)
Denominator:
Weighted average shares outstanding	106.4			106.3		106.3
Dilutive share-based awards	0.3			0.4		—
Total weighted average shares outstanding, including dilutive shares	106.7			106.7		106.3

The number of anti-dilutive employee share-based awards excluded from the computation of diluted EPS was 1 million for the year ended December 31, 2018, and not significant for each of the years ended December 31, 2017 and 2016.

Note 5. Inventories

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

	December 31,
	2018		2017
Raw materials and supplies	$	165	$	149
Work in process	56		46
Finished goods	317		259
Total	$	538	$	454

Note 6. Property, Plant and Equipment

The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows:

78

	December 31,
	2018			2017
Land and land improvements	$	98		$	101
Buildings	236			236
Plant and equipment	1,926			2,048
Construction in progress	144			255
Total	2,404			2,640
Less accumulated depreciation	(1,410		)	(1,273		)
Property, plant, and equipment—net	$	994		$	1,367

Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $129 million, $124 million and $110 million, respectively.

Note 7. Investment In Unconsolidated Affiliates

Investments in companies in which we exercise significant influence, but do not control, are accounted for using the equity method.

Tioxide Americas Inc., a wholly-owned subsidiary of Venator, has a 50% interest in Louisiana Pigment Company, L.P. (“LPC”). Located in Lake Charles, Louisiana, LPC is a joint venture that produces TiO₂ for the exclusive benefit of each of the joint venture partners. In accordance with the joint venture agreement, this plant operates on a break-even basis. This investment is accounted for using the equity method and totaled $83 million and $86 million at December 31, 2018 and 2017, respectively.

Note 8. 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 DowDuPont. Viance markets timber treatment products for Venator. Our joint venture interest in Viance was acquired as part of the Rockwood acquisition. It was determined that the activity that most significantly impacts its 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 and began consolidating Viance upon the Rockwood acquisition on October 1, 2014.

Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at December 31, 2018, the joint ventures’ assets, liabilities and results of operations are included in Venator’s 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 are as follows:

	Year ended December 31,
	2018		2017		2016
Revenues	$	117	$	127	$	116
Income from continuing operations before income taxes	13		21		21
Net cash provided by operating activities	16		25		26

79

Note 9. Intangible Assets

The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows:

	December 31, 2018						December 31, 2017
	Carrying Amount		Accumulated Amortization		Net		Carrying Amount		Accumulated Amortization		Net
Patents, trademarks and technology	$	18	$	9	$	9	$	17	$	6	$	11
Other intangibles	14		7		7		15		6		9
Total	$	32	$	16	$	16	$	32	$	12	$	20

Amortization expense was $3 million, $3 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Our estimated future amortization expense for intangible assets over the next five years is as follows:

Year ending December 31,	Amount
2019	$	3
2020	3
2021	3
2022	3
2023	3

Note 10. Other Noncurrent Assets

Other noncurrent assets at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Spare parts inventory	$	25	$	13
Notes receivable	10		9
Pension assets	46		1
Debt issuance costs	4		4
Other	4		11
Total	$	89	$	38

Note 11. Accrued Liabilities

Accrued liabilities at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Payroll and benefits	$	49	$	50
Restructuring and plant closing costs	18		11
Rebate accrual	19		22
Current taxes payable	—		14
Asset retirement obligation	10		19
Taxes other than income taxes	2		2
Pension liabilities	1		1
Deferred income	—		69
Other miscellaneous accruals	36		56
Total	$	135	$	244

80

Note 12. 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 December 31, 2018, 2017 and 2016, accrued restructuring and plant closing costs by type of cost and initiative consisted of the following:

	Workforce reductions(1)			Other restructuring costs			Total(2)
Accrued liabilities as of January 1, 2016	$	90		$	—		$	90
2016 charges for 2015 and prior initiatives	3			16			19
2016 charges for 2016 initiatives	6			—			6
Distribution of prefunded restructuring costs	(36		)	—			(36		)
2016 payments for 2015 and prior initiatives	(36		)	(16		)	(52		)
2016 payments for 2016 initiatives	(6		)	—			(6		)
Accrued liabilities as of December 31, 2016	$	21		$	—		$	21
2017 charges for 2016 and prior initiatives	—			8			8
2017 charges for 2017 initiatives	33			4			37
Reversal of reserves no longer required	(1		)	—			(1		)
2017 payments for 2016 and prior initiatives	(12		)	(8		)	(20		)
2017 payments for 2017 initiatives	(8		)	(4		)	(12		)
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of December 31, 2017	$	34		$	—		$	34
2018 charges for 2017 and prior initiatives	2			16			18
2018 charges for 2018 initiatives	17			2			19
2018 payments for 2017 and prior initiatives	(17		)	(16		)	(33		)
2018 payments for 2018 initiatives	(2		)	(2		)	(4		)
Foreign currency effect on liability balance	(2		)	—			(2		)
Accrued liabilities as of December 31, 2018	$	32		$	—		$	32

(1) The total workforce reduction reserves of $32 million relate to the termination of 591 positions, of which three positions had been terminated but not yet paid as of December 31, 2018.

(2) Accrued liabilities remaining at December 31, 2018, 2017 and 2016 by year of initiatives were as follows:

	December 31,
	2018		2017		2016
2016 initiatives and prior	$	4	$	9	$	21
2017 initiatives	14		25		—
2018 initiatives	14		—		—
Total	$	32	$	34	$	21

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

81

	Titanium Dioxide			Performance Additives			Total
Accrued liabilities as of January 1, 2016	$	57		$	33		$	90
2016 charges for 2015 and prior initiatives	3			16			19
2016 charges for 2016 initiatives	6			—			6
Distribution of prefunded restructuring costs	(23		)	(13		)	(36		)
2016 payments for 2015 and prior initiatives	(23		)	(29		)	(52		)
2016 payments for 2016 initiatives	(6		)	—			(6		)
Foreign currency effect on liability balance	(2		)	2			—
Accrued liabilities as of December 31, 2016	$	12		$	9		$	21
2017 charges for 2016 and prior initiatives	4			4			8
2017 charges for 2017 initiatives	34			3			37
Reversal of reserves no longer required	(1		)	—			(1		)
2017 payments for 2016 and prior initiatives	(9		)	(11		)	(20		)
2017 payments for 2017 initiatives	(10		)	(2		)	(12		)
Foreign currency effect on liability balance	—			1			1
Accrued liabilities as of December 31, 2017	$	30		$	4		$	34
2018 charges for 2017 and prior initiatives	18			—			18
2018 charges for 2018 initiative	15			4			19
2018 payments for 2017 and prior initiatives	(28		)	(5		)	(33		)
2018 payments for 2018 initiatives	(1		)	(3		)	(4		)
Foreign currency effect on liability balance	(2		)	—			(2		)
Accrued liabilities as of December 31, 2018	$	32		$	—		$	32
Current portion of restructuring reserves	$	18		$	—		$	18
Long-term portion of restructuring reserve	14			—			14

Details with respect to cash and noncash restructuring charges for the years ended December 31, 2018, 2017 and 2016 by initiative are provided below:

Cash charges	$	37
Pension-related charges	25
Accelerated depreciation	556
Other non-cash charges	10
Total 2018 Restructuring, Impairment of Plant Closing and Transition Costs	$	628
Cash charges	$	45
Accelerated depreciation	3
Impairment of assets	3
Other non-cash charges	1
Total 2017 Restructuring, Impairment of Plant Closing and Transition Costs	$	52
Cash charges	$	25
Accelerated depreciation	8
Impairment of assets	1
Other non-cash charges	1
Total 2016 Restructuring, Impairment and Plant Closing and Transition Costs	$	35

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 were reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil, nil, $3

82

million for the years ended December 31, 2018, 2017, and 2016, respectively. We do not expect to incur any additional charges as part of this program.

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 $3 million, $4 million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively. We recorded an impairment charge of $1 million for our Umbogintwini facility in 2016. We expect to incur additional charges of approximately $7 million through 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 $15 million and $34 million in the years ended December 31, 2018 and 2017, respectively. We recorded $8 million of accelerated depreciation on the remaining long-lived assets associated with this manufacturing facility during the year ended December 31, 2016. We expect to incur additional charges of approximately $44 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 $16 million and $7 million for the years ended December 31, 2018 and 2017, respectively, of which $14 million and $3 million was accelerated depreciation, respectively. We do not expect to incur any additional charges as part of this program.

In May 2018, we implemented a plan to close portions of our Color Pigments manufacturing facility in Augusta, Georgia. As part of the program, we recorded restructuring expense of $129 million for the year ended December 31, 2018 of which $125 million was accelerated depreciation. We expect to incur additional charges of approximately $1 million through the end of 2019.

In August 2018, we implemented a plan to close our Color Pigments manufacturing sites in Beltsville, Maryland. As part of the program, we expect to incur charges of approximately $2 million through 2019, of which $1 million relates to accelerated depreciation.

In September 2018, we announced a plan to close our Pori, Finland TiO₂ manufacturing facility. As part of the program, we recorded restructuring expense of $465 million for the year ended December 31, 2018, of which $417 million related to accelerated depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $39 million of cash and $426 million related of noncash charges. We expect to incur additional charges of approximately $170 million through the end of 2024, of which $68 million relates to accelerated depreciation, $97 million relates to plant shut down costs, $3 million relates to other employee costs, and $2 million relates to the write-off of other assets. Future charges consist of $70 million of noncash costs and $100 million of cash costs.

Note 13. Asset Retirement Obligations

Asset retirement obligations consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs. Venator is legally required to perform capping and closure and post-closure care on the landfills and asbestos abatement on certain of its premises. For each asset retirement obligation, Venator recognized the estimated fair value of a liability and capitalized the cost as part of the cost basis of the related asset.

The following table describes changes to Venator’s asset retirement obligation liabilities:

	December 31,
	2018			2017
Asset retirement obligations at beginning of year	$	45		$	39
Accretion expense	2			2
Liabilities incurred	—			5
Liabilities settled	(8		)	(5		)
Foreign currency effect on reserve balance	(2		)	4
Asset retirement obligations at end of year	$	37		$	45

83

Note 14. Other Noncurrent Liabilities

Other noncurrent liabilities at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Pension liabilities	$	253	$	230
Employee benefit accrual	4		4
Asset retirement obligations	27		26
Other postretirement benefits	3		3
Environmental reserves	11		11
Restructuring and plant closing costs	14		23
Other	1		9
Total	$	313	$	306

Note 15. Debt

Outstanding debt, net of issuance costs of $13 million and $12 million as of December 31, 2018 and December 31, 2017, respectively, consisted of the following:

	December 31, 2018		December 31, 2017
Senior notes	$	370	$	370
Term loan facility	365		367
Other	13		20
Total debt—excluding debt to affiliates	$	748	$	757
Less: short-term debt and current portion of long-term debt	8		14
Total long-term debt—excluding debt to affiliates	$	740	$	743
Long-term debt to affiliates	—		—
Total long-term debt	$	740	$	743

The estimated fair value of the Senior Notes was $300 million and $396 million as of December 31, 2018 and 2017, respectively. The estimated fair value of the Term Loan Facility was $355 million and $378 million as of December 31, 2018 and 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, Term Loan Facility and cross-currency swaps as of December 31, 2018 is approximately 5%.

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

84

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 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 Subsidiaries of Huntsman International

Substantially all Huntsman receivables or payable 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 affiliates" on our consolidated and combined balance sheets. See "Note 19. Income Taxes" for further discussion.

85

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, these entities sell certain of their trade receivables to Huntsman International. Huntsman International grants an undivided interest in these receivables to a Special Purpose Entity, which serve 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 A/R Programs 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 years ended December 31, 2018, 2017 and 2016 were nil, $1 million and $5 million, respectively. The allocation of losses on sale of accounts receivable is based upon the pro-rata portion of total receivables sold into the securitization program as well as other program and interest expenses associated with the A/R Programs.

Capital Leases

Venator also has lease obligations accounted for as capital leases primarily related to manufacturing facilities which are included in other long-term debt. The scheduled maturities of Venator’s commitments under capital leases are as follows:

Year ending December 31,	Amount
2019	$	1
2020	2
2021	1
2022	1
Thereafter	8
Total minimum payments	13
Less: Amounts representing interest	(3		)
Present value of minimum lease payments	10
Less: Current portion of capital leases	(1		)
Long-term portion of capital leases	$	9

Maturities

The scheduled maturities of our debt (excluding debt to affiliates) by year as of December 31, 2018 are as follows:

Year ended December 31,	Amount
2019	$	7
2020	4
2021	5
2022	4
2023	5
Thereafter	723
Total	$	748

Note 16. 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 are comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide, Performance Additives and other businesses are the primary beneficiaries. Because the historical consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical consolidated and combined financial information includes the results of operations of other Huntsman businesses

86

that are not a part of our operations after the separation. The legal entity structure of Huntsman was reorganized during the fourth quarter of 2016 and 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:

	Year ended December 31,
	2018		2017			2016
Revenues:
Trade sales, services and fees, net	$	—	$	15		$	110
Related party sales	—		17			60
Total revenues	—		32			170
Cost of goods sold	—		26			147
Operating expenses:
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively)	—		(7		)	15
Restructuring, impairment and plant closing costs	—		1			—
Other income, net	—		1			(1		)
Total operating expenses	—		(5		)	14
Income from discontinued operations before tax	—		11			9
Income tax expense	—		(3		)	(1		)
Net income from discontinued operations	$	—	$	8		$	8

Note 17. Derivative Instruments and Hedging Activities

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

Cross-Currency Swaps

In December 2017, we entered into three cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. dollar denominated notes, including the semi-annual interest payments and the payment of remaining 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 changes in the fair value of the swaps are deferred in other comprehensive loss and subsequently recognized in other income in the audited 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 an asset of $6 million and a liability of $5 million at December 31, 2018 and 2017, respectively, and was recorded as other long-term assets and other long-term liabilities on our consolidated and combined balance sheets, respectively. 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

87

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.

During 2018 and 2017 the changes in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $11 million and a loss of $5 million, respectively. As of December 31, 2018, accumulated other comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions.

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

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 December 31, 2018 and 2017 we had $89 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 18. Share-Based Compensation Plan

On August 1, 2017, our compensation committee and board of directors adopted the Venator Materials 2017 Stock Incentive Plan (the “LTIP”) to provide for the granting of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom shares, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of December 31, 2018, we were authorized to grant up to 12.8 million shares under the LTIP. As of December 31, 2018, we had 11.1 million shares remaining under the LTIP available for grant. Stock option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of Venator’s ordinary shares on the date the stock option award is granted. Share-based awards generally vest over a three-year period; certain performance awards vest over a two-year period and awards to Venator’s directors vest on the grant date.

Awards granted by Huntsman prior to the separation (referred to as “Huntsman awards”), which consisted of stock options, restricted stock, performance awards and phantom shares, were generally treated as follows in connection with the separation:

• All vested Huntsman awards remained as Huntsman awards.

• After the separation, unvested Huntsman awards were converted to Venator awards. Huntsman stock options were converted to Venator stock options and Huntsman restricted stock, performance awards and phantom shares were converted to Venator restricted stock units.

• 39 employees were affected by the conversion.

• Each Huntsman award was converted to approximately 1.33 Venator awards.

• The converted awards are generally subject to the same vesting, expiration and other terms and conditions as applied to the underlying Huntsman awards immediately prior to the separation.

The compensation cost from continuing operations under the Huntsman Stock Incentive Plan (“Huntsman Plan”) allocated to Venator was nil, $2 million and $2 million for the years ended December 31, 2018, 2017 and 2016, respectively. The allocation was determined annually based upon the outstanding number of shares of each type of award granted to individuals employed by Venator. After the separation, we incurred $6 million and $3 million in compensation cost related to the converted awards and new awards granted under the LTIP for the years ended December 31, 2018 and 2017, respectively. The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $1 million, $1 million and nil for the years ended December 31, 2018, 2017 and 2016, respectively.

Stock Options

Huntsman Plan

Under the Huntsman Plan, the fair value of each stock option award was estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the

88

historical volatility of Huntsman’s common stock through the grant date. The expected term of stock options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted averages of the assumptions utilized for all stock options granted during the year until the separation.

	2017		2016
Dividend yield	2.4	%	5.6	%
Expected volatility	56.9	%	57.9	%
Risk-free interest rate	2.0	%	1.4	%
Expected life of stock options granted during the period	5.9 years		5.9 years

Converted Awards

After the separation, the unvested Huntsman stock option awards were converted to Venator stock option awards. On the date of conversion, the fair value of the stock option awards was revalued using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the conversion date. The expected term of stock options converted was estimated based on the safe harbor approach calculated as the vesting period plus remaining contractual term divided by two. The risk-free rate for periods within the expected life of the option was based on the U.S. Treasury yield curve in effect at the time of conversion. The assumptions noted below represent the weighted averages of assumptions utilized for all unvested stock options that were converted after the separation.

	2017		2016
Dividend yield	—		—
Expected volatility	39.6	%	39.2	%
Risk-free interest rate	1.9	%	1.8	%
Expected life of stock options granted during the period	5.5 years		4.7 years

New Grants

After the separation, stock option awards were granted under the LTIP. The fair value of the stock option awards were estimated using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the grant date. The expected term of stock options granted was estimated on the safe harbor approach calculated as the vesting period plus remaining contractual term divided by two. The risk-free rate for the periods within the expected life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of assumptions utilized for stock options granted during 2018 and 2017 under the LTIP.

	Year ended December 31,
	2018		2017
Dividend yield	—		—
Expected volatility	38.8	%	41.0	%
Risk-free interest rate	2.8	%	2.0	%
Expected life of stock options granted during the period (in years)	6.0		6.0

The table below presents the changes in stock option awards for our ordinary shares from December 31, 2017 through December 31, 2018.

89

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in millions)
Outstanding at December 31, 2017	628		$	12.24
Granted	412		21.82
Exercised	—		—
Forfeited	(37	)	14.10
Expired	—		—
Outstanding at December 31, 2018	1,003		16.10		8.5	$	—
Exercisable at December 31, 2018	290		11.74		7.3	—

Intrinsic value is the difference between the market value of our common stock and the exercise price of each stock option multiplied by the number of stock options outstanding for those stock options where the market value exceeds their exercise price. During the years ended December 31, 2018, 2017 and 2016, the total intrinsic value of stock options exercised was nil, each.

The weighted-average grant-date fair value of stock options granted during 2018, 2017 and 2016 was $9.12, $7.68 and $2.21 per option, respectively. As of December 31, 2018, there was $3 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the LTIP and Huntsman Plans. That cost is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

Huntsman Plan

Nonvested shares granted under the Huntsman Plan consisted of restricted stock and performance shares, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.

The fair value of each performance share unit award was estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the year ended December 31, 2016, the weighted-average expected volatility rate was 39.3% and the weighted average risk-free interest rate was 0.9%. For the performance awards granted during the year ended December 31, 2016, the number of shares earned varies based upon Huntsman achieving certain performance criteria over two-year and three-year performance periods. The performance criteria are total stockholder return of Huntsman’s common stock relative to the total stockholder return of a specified industry peer-group for the two-year and three-year performance periods.

Converted Awards

After the separation, the unvested Huntsman restricted stock, performance awards and phantom shares were converted to Venator restricted stock units. On the date of conversion, the fair value of the restricted stock and phantom share awards was revalued based on Venator’s closing share price, and the performance awards were revalued using the Monte Carlo valuation.

New Grants

After the separation, restricted stock unit awards were granted under the LTIP. The fair value of the restricted stock is based on the closing share price on the date of grant.

The table below presents the changes in nonvested awards for our ordinary shares from December 31, 2017 through December 31, 2018.

90

	Shares		Weighted Average Grant-Date Fair Value
	(in thousands)
Nonvested at December 31, 2017	504		$	13.96
Granted	219		21.83
Vested(1)	(251	)	12.34
Forfeited	(24	)	14.17
Nonvested at December 31, 2018	448		18.71

(1) As of December 31, 2018, a total of 53,779 restricted stock units were vested but not yet issued. These shares have not been reflected as vested shares in the table because, in accordance with the restricted stock unit agreements, these shares are not issued for vested restricted stock until termination of employment.

As of December 31, 2018, there was $4 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the LTIP and the Huntsman Plan. That cost is expected to be recognized over a weighted-average period of 1.8 years.

Note 19. Income Taxes

Our income tax basis of presentation is summarized in “Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies.”

A summary of the provisions for current and deferred income taxes is as follows:

	Year ended December 31,
	2018			2017		2016
Income tax (benefit) expense:
U.K.
Current	$	2		$	—	$	—
Deferred	—			—		—
Non-U.K.
Current	9			30		(9		)
Deferred	(19		)	20		(14		)
Total	$	(8	)	$	50	$	(23	)

The reconciliation of the differences between the U.K. income taxes at the U.K. statutory rate to Venator’s provision for income taxes is as follows:

91

	Year ended December 31,
	2018			2017			2016
(Loss) income from continuing operations before income taxes	$	(165	)	$	186		$	(108	)
Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively	$	(31	)	$	35		$	(22	)
Change resulting from:
Non-U.K. tax rate differentials	(7		)	(1		)	(19		)
Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments	(5		)	—			(7		)
Non-taxable portion of gain on sale of businesses	—			—			(3		)
Unrealized currency exchange gains and losses	—			7			1
Tax authority audits and dispute resolutions	—			1			(1		)
Tax benefit of losses with valuation allowances as a result of other comprehensive income	—			—			(1		)
Change in valuation allowance	39			3			27
Effects of U.S. tax reform	—			3			—
Other, net	(4		)	2			2
Total income tax expense (benefit)	$	(8	)	$	50		$	(23	)

Venator operates in over 20 non-U.K. tax jurisdictions with no specific country earning a predominant amount of its off-shore earnings. Some of these countries have income tax rates that are approximately the same as the U.K. statutory rate, while other countries have rates that are higher or lower than the U.K. statutory rate. Losses earned in countries with higher average statutory rates than the U.K., resulted in higher tax benefit of $7 million for the year ended December 31, 2018. Income earned in countries with lower average statutory rates than the U.K., resulted in lower tax expense of $1 million and $19 million, respectively, for the years ended December 31, 2017 and 2016, reflected in the reconciliation above.

In certain tax jurisdictions, Venator’s U.S. GAAP functional currency is different than the local tax functional currency. As a result, foreign exchange gains and losses will impact Venator’s effective tax rate. For the year ended December 31, 2018, this resulted in a tax expense of nil. For 2017, this resulted in a tax expense of $7 million. For 2016, this resulted in a tax benefit of $1 million.

The components of income (loss) before income taxes were as follows:

	Year ended December 31,
	2018			2017		2016
U.K.	$	80		$	76	$	(20	)
Non-U.K.	(245		)	110		(88		)
Total	$	(165	)	$	186	$	(108	)

Components of deferred income tax assets and liabilities at December 31, 2018 and 2017 were as follows:

92

	December 31,
	2018			2017
Deferred income tax assets:
Net operating loss carryforwards	$	313		$	325
Pension and other employee compensation	48			50
Property, plant and equipment	28			47
Intangible assets	6			13
Other, net	43			41
Total	$	438		$	476
Total deferred income tax liabilities:
Property, plant and equipment	$	(32	)	$	(55	)
Pension and other employee compensation	(4		)	—
Other, net	(4		)	(1		)
Total	$	(40	)	$	(56	)
Net deferred tax assets before valuation allowance	$	398		$	420
Valuation allowance	(220		)	(253		)
Net deferred tax assets	$	178		$	167
Non-current deferred tax assets	178			167
Non-current deferred tax liabilities	—			—
Net deferred tax assets	$	178		$	167

Venator has NOLs of $1,132 million in various jurisdictions, all of which have no expiration dates except for $157 million which expires on December 31, 2028 and is subject to a valuation allowance. Venator has total net deferred tax assets, before valuation allowance, of $398 million, including $313 million of tax-effected NOLs. After taking into account deferred tax liabilities, Venator has recognized valuation allowance on net deferred tax assets of $220 million, including valuation allowances in the following countries: Finland, France, Italy, Spain, South Africa, and the U.K. Venator also has net deferred tax assets of $178 million, not subject to valuation allowances, primarily in Germany, Malaysia, and the U.S. Venator’s NOLs are principally located in Finland, France, Germany, Italy, Spain, South Africa, U.S. and the U.K.

Valuation allowances are reviewed each period on a tax jurisdiction by 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. Uncertainties regarding expected future income in certain jurisdictions could affect the realization of deferred tax assets in those jurisdictions and result in additional valuation allowances in future periods.

During 2018, Venator established valuation allowances of $54 million in Finland in connection with our announcement to close our Pori, Finland manufacturing facility. Given ongoing costs related to the restructuring we do not expect sufficient positive income to utilize net deferred tax assets. In addition, based on the increased and sustained profitability in our TiO₂ business in Spain, Venator released valuation allowances on certain net deferred tax assets. Because Spain places limitation on the utilization of NOLs, we recorded a partial valuation allowance release of $5 million. We do not currently anticipate releasing any valuation allowances in the U.K. due to insufficient positive evidence based on our 2018 results and future forecast.

During 2016, Venator released valuation allowances of $6 million in France, as a result of deferred tax liabilities offsetting deferred tax assets, which previously had a valuation allowance.

The following is a reconciliation of the unrecognized tax benefits:

93

	2018			2017		2016
Unrecognized tax benefits as of January 1	$	23		$	20	$	22
Gross increases and decreases—tax positions taken during a prior period	2			—		—
Gross increases and decreases—tax positions taken during the current period	—			1		(1		)
Decreases related to settlements of amounts due to tax authorities	—			—		—
Reductions resulting from the lapse of statutes of limitation	(7		)	—		—
Foreign currency movements	(1		)	2		(1		)
Unrecognized tax benefits as of December 31,	$	17		$	23	$	20

As of December 31, 2018, 2017 and 2016, the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $14 million, $13 million and $11 million, respectively.

In accordance with Venator’s accounting policy, it recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense, which were insignificant for each of the years ended December 31, 2018, 2017 and 2016.

Venator conducts business globally and, as a result, files income tax returns in the U.S. federal, various U.S. state and various non-U.S. jurisdictions. The following table summarizes the tax years that remain subject to examination by major tax jurisdictions:

Tax Jurisdiction	Open Tax Years
Finland	2012 and later
France	2015 and later
Germany	2007 and later
Italy	2013 and later
Malaysia	2013 and later
Spain	2008 and later
United Kingdom	2017 and later
United States federal	2015 and later

Certain of Venator’s U.S. and non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities and the amounts ultimately agreed upon in resolution of the issues raised may differ materially from the amounts accrued.

Venator estimates that it is reasonably possible that certain of its unrecognized tax benefits could change within 12 months of the reporting date with a resulting decrease in the unrecognized tax benefits within a possible range of nil to $2 million. For the 12-month period from the reporting date, Venator would expect that a minority portion of the decrease in its unrecognized tax benefits would result in a corresponding benefit to its income tax expense.

On December 22, 2017, the 2017 Tax Act was signed into law. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as limitations on the deductibility of interest expense and the creation of the base erosion anti-abuse tax, a new minimum tax. We have included the effects of these provisions in 2018.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 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 2017 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 2017 Tax Act.

94

As a result of our initial analysis of the impact of the 2017 Tax Act, we recorded a provisional decrease of $3 million to our deferred tax assets, with a corresponding net deferred tax expense of $3 million, related to the re-measurement of our deferred taxes in connection with the reduced U.S. federal income tax rate for the year ended December 31, 2017. We have completed our accounting for the income tax effects of the 2017 Tax Act in 2018 with no material adjustment to our provisional estimate initially recorded.

In addition, for U.S. federal income tax purposes Huntsman recognized a gain as a result of the IPO and the separation to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses was increased. This basis step-up gave rise to a deferred tax asset of $77 million that we recognized for the quarter ended September 30, 2017. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate from 35% to 21%, the deferred tax asset associated with the basis step-up was reduced to $36 million as of the date of enactment, reflected as part of the $3 million provisional deferred tax expense discussed above. 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. For the quarter ended September 30, 2017 we 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 were expected to be approximately $73 million. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate, we estimate that the aggregate future payments required by this provision are expected to be approximately $34 million. We have recognized a noncurrent liability for this amount as of December 31, 2017 and 2018. 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.

As of December 31, 2018, our non-U.K. subsidiaries have no plan to distribute earnings in a manner that would cause them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2017, our non-U.K. subsidiaries made no distribution of earnings that caused them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2016, there were no unremitted earnings of subsidiaries to consider for indefinite reinvestment.

Note 20. Employee Benefit Plans

Defined Benefit and Other Postretirement Benefit Plans

Venator sponsors defined benefit plans in a number of countries outside of the U.S. in which employees of Venator participate. The availability of these plans and their specific design provisions are consistent with local competitive practices and regulations.

The disclosures for the defined benefit and other postretirement benefit plans within the U.S. are combined with the disclosures of the plans outside of the U.S. Of the total projected benefit obligations for Venator as of December 31, 2018 and 2017, the amount related to the U.S. benefit plans is $10 million and $11 million, respectively, or 1% each. Of the total fair value of plan assets for Venator, the amount related to the U.S. benefit plans for December 31, 2018 and 2017 was $7 million and $8 million, respectively, or 1% each.

The following table sets forth the funded status of the plans for Venator and the amounts recognized in the consolidated and combined balance sheets at December 31, 2018 and 2017:

95

	Defined Benefit Plans						Other Postretirement Benefit Plans
	2018			2017			2018			2017
Change in benefit obligation
Benefit obligation at beginning of year	$	1,136		$	1,053		$	3		$	3
Service cost	5			5			—			—
Interest cost	25			25			—			—
Actuarial gain	(60		)	(1		)	—			—
Gross benefits paid	(58		)	(55		)	—			—
Plan amendments	6			—			—			—
Exchange rates	(56		)	116			—			—
Curtailments	23			(4		)	—			—
Transfers	—			(3		)	—			—
Benefit obligation at end of year	$	1,021		$	1,136		$	3		$	3
Accumulated benefit obligation at end of year	983			1,091
Change in plan assets
Fair value of plan assets at beginning of year	$	906		$	790		$	—		$	—
Actual return on plan assets	(34		)	63			—			—
Employer contribution	47			29			—			—
Gross benefits paid	(58		)	(55		)	—			—
Transfers	—			(5		)	—			—
Exchange rates	(48		)	84			—			—
Fair value of plan assets at end of year	$	813		$	906		$	—		$	—
Funded status
Fair value of plan assets	$	813		$	906		$	—		$	—
Benefit obligation	(1,021		)	(1,136		)	(3		)	(3		)
Accrued benefit cost	$	(208	)	$	(230	)	$	(3	)	$	(3	)
Amounts recognized in balance sheet:
Noncurrent asset	$	46		$	1		$	—		$	—
Current liability	(1		)	(1		)	—			—
Noncurrent liability	(253		)	(230		)	(3		)	(3		)
Total	$	(208	)	$	(230	)	$	(3	)	$	(3	)
Amounts recognized in accumulated other comprehensive loss:
Net actuarial loss (gain)	$	302		$	296		$	(4	)	$	(4	)
Prior service cost (credit)	11			7			(1		)	(1		)
Total	$	313		$	303		$	(5	)	$	(5	)

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows:

	Defined Benefit Plans		Other Postretirement Benefit Plans
Actuarial loss	$	15	$	—
Prior service cost	1		—
Total	$	16	$	—

Components of net periodic benefit costs for the years ended December 31, 2018, 2017 and 2016 were as follows:

96

	Defined Benefit Plans
	2018			2017			2016
Service cost	$	5		$	5		$	4
Interest cost	25			25			31
Expected return on plan assets	(47		)	(43		)	(39		)
Amortization of actuarial loss	15			16			10
Amortization of prior service cost	3			1			1
Curtailment loss (gain)	23			(4		)	—
Net periodic benefit cost	$	24		$	—		$	7

	Other Postretirement Benefit Plans
	2018		2017			2016
Amortization of actuarial loss	—		1			—
Amortization of prior service credit	—		(3		)	—
Net periodic benefit credit	$	—	$	(2	)	$	—

The amounts recognized in net periodic benefit cost and other comprehensive (loss) income for the years ended December 31, 2018, 2017 and 2016 were as follows:

	Defined Benefit Plans
	2018			2017			2016
Current year actuarial gain (loss)	$	45		$	(24	)	$	86
Amortization of actuarial loss	(15		)	(16		)	(11		)
Current year prior service cost	5			—			—
Amortization of prior service cost	(3		)	(1		)	(1		)
Curtailment effects	(23		)	4			—
Other	—			(3		)	—
Total recognized in other comprehensive income (loss)	9			(40		)	74
Amount related to discontinued operations	—			—			(8		)
Total recognized in other comprehensive income (loss) from continuing operations	9			(40		)	66
Net periodic benefit cost	24			—			7
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	33		$	(40	)	$	81

	Other Postretirement Benefit Plans
	2018		2017			2016
Current year actuarial loss	$	—	$	(1	)	$	—
Amortization of actuarial loss	—		(1		)	—
Current year prior service credits	—		—			(2		)
Amortization of prior service credit	—		3			—
Total recognized in other comprehensive (loss) income	—		1			(2		)
Net periodic benefit cost	—		(2		)	—
Total recognized in net periodic benefit cost and other comprehensive loss	$	—	$	(1	)	$	(2	)

The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year:

97

	Defined Benefit Plans
	2018		2017		2016
Projected benefit obligation:
Discount rate	2.38	%	2.21	%	2.28	%
Rate of compensation increase	3.69	%	3.74	%	3.79	%
Net periodic pension cost:
Discount rate	2.21	%	1.86	%	3.27	%
Rate of compensation increase	3.74	%	3.53	%	3.24	%
Expected return on plan assets	5.23	%	5.71	%	5.22	%

	Other Postretirement Benefit Plans
	2018		2017		2016
Projected benefit obligation:
Discount rate	3.50	%	3.38	%	3.72	%
Net periodic pension cost:
Discount rate	3.30	%	3.72	%	6.94	%

At December 31, 2018 and 2017, the health care trend rate used to measure the expected increase in the cost of benefits was assumed to be 4.90% and 6.75%, respectively, decreasing to 3.90% after 2030. Assumed health care cost trend rates can have a significant effect on the amounts reported for the postretirement benefit plans. A one-percent point change in assumed health care cost trend rates would not have a significant effect.

The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as were as follows:

	December 31,
	2018		2017
Projected benefit obligation	$	385	$	364
Fair value of plan assets	131		133

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017 were as follows:

	December 31,
	2018		2017
Projected benefit obligation	$	385	$	364
Accumulated benefit obligation	375		355
Fair value of plan assets	131		133

Expected future contributions and benefit payments are as follows:

98

	Defined Benefit Plans		Other Postretirement Benefit Plans
2019 expected employer contributions:
To plan trusts	$	25	$	—
Expected benefit payments:
2019	38		—
2020	41		—
2021	43		—
2022	44		—
2023	46		—
2024 - 2028	236		1

Our investment strategy with respect to pension assets is to pursue an investment plan that, over the long term, is expected to protect the funded status of the plan, enhance the real purchasing power of plan assets and not threaten the plan’s ability to meet currently committed obligations. Additionally, our investment strategy is to achieve returns on plan assets, subject to a prudent level of portfolio risk. Plan assets are invested in a broad range of investments. These investments are diversified in terms of domestic and international equities, both growth and value funds, including small, mid and large capitalization equities; short-term and long-term debt securities; real estate; and cash and cash equivalents. The investments are further diversified within each asset category. The portfolio diversification provides protection against a single investment or asset category having a disproportionate impact on the aggregate performance of the plan assets.

Our pension plan assets are managed by outside investment managers. The investment managers value our plan assets using quoted market prices, other observable inputs or unobservable inputs. For certain assets, the investment managers obtain third-party appraisals at least annually, which use valuation techniques and inputs specific to the applicable property, market or geographic location. We have established target allocations for each asset category. Venator’s pension plan assets are periodically rebalanced based upon our target allocations.

The fair value of plan assets for the pension plans was $813 million and $906 million at December 31, 2018 and 2017, respectively. The following plan assets are measured at fair value on a recurring basis:

Asset Category	December 31, 2018		Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Pension plans:
Equities	$	213	$	202	$	11	$	—
Fixed income	547		39		501		7
Real estate/other	34		—		6		28
Cash and cash equivalents	19		19		—		—
Total pension plan assets	$	813	$	260	$	518	$	35

Asset Category	December 31, 2017		Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Pension plans:
Equities	$	265	$	252	$	13	$	—
Fixed income	598		41		550		7
Real estate/other	33		—		3		30
Cash and cash equivalents	10		5		5		—
Total pension plan assets	$	906	$	298	$	571	$	37

99

	Real Estate/Other Year ended December 31,
	2018			2017
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at the beginning of the period	$	30		$	27
Return on pension plan assets	(1		)	5
Purchases, sales and settlements	(1		)	(2		)
Transfers (out of) into Level 3	—			—
Disposals	—			—
Balance at the end of the period	$	28		$	30

	Fixed Income Year ended December 31,
	2018		2017
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at the beginning of the period	$	7	$	6
Return on pension plan assets	—		1
Purchases, sales and settlements	—		—
Transfers (out of) into Level 3	—		—
Balance at the end of the period	$	7	$	7

Based upon historical returns, the expectations of our investment committee and outside advisors, the expected long-term rate of return on the pension assets is estimated to be between 5.22% and 5.71%. The asset allocation for our pension plans at December 31, 2018 and 2017 and the target allocation for 2019, by asset category, are as follows:

Asset category	Target allocation 2019		Allocated at December 31, 2018		Allocated at December 31, 2017
Pension plans:
Equities	29	%	26	%	29	%
Fixed income	61	%	64	%	66	%
Real estate/other	1	%	1	%	4	%
Cash	9	%	9	%	1	%
Total pension plans	100	%	100	%	100	%

Equity securities in Venator’s pension plans did not include any equity securities of Huntsman Corporation or Venator and its affiliates at the end of 2018.

U.S. Benefit Plans

Venator’s U.S. employees participated in a trusteed, non-contributory defined benefit pension plan (the “Plan”) that covered substantially all of Huntsman International’s full-time U.S. employees. In July 2004, the Plan formula for employees not covered by a collective bargaining agreement was converted to a cash balance design. For represented employees, participation in the cash balance design was subject to the terms of negotiated contracts. For participating employees, benefits accrued under the prior formula were converted to opening cash balance accounts. The new cash balance benefit formula provides annual pay credits from 4% to 12% of eligible pay, depending on age and service, plus accrued interest. Participants in the plan as of July 1, 2004 were eligible for additional annual pay credits from 1% to 8%, depending on their age and service as of that date, for up to five years. Beginning July 1, 2014, the Huntsman Defined Benefit Pension Plan was closed to new, non-union entrants and as of April 1, 2015, it was closed to new union entrants. After closure, new hires were provided with a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay. In connection with the separation, Venator adopted a non-contributory defined benefit pension plan for union entrants prior to April 2015.

Our eligible employees (who were employed by Huntsman prior to August 1, 2015) also participate in an unfunded postretirement benefit plan, which provides medical and life insurance benefits. This plan is sponsored by Venator.

100

Our U.S. employees participate in a postretirement benefit plan that provides a fully insured Medicare Part D plan including prescription drug benefits affected by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”). Venator has not determined whether the medical benefits provided by these postretirement benefit plans are actuarially equivalent to those provided by the Act. Venator does not collect a subsidy, and our net periodic postretirement benefits cost, and related benefit obligation, do not reflect an amount associated with the subsidy.

Non-U.S. Defined Contribution Plans

We have defined contribution plans in a variety of non-U.S. locations.

Venator’s combined expense for these defined contribution plans for the years ended December 31, 2018, 2017 and 2016 was $8 million, $8 million and $7 million, respectively, primarily related to the UK Pension Plan.

All U.K. associates are eligible to participate in the Huntsman U.K. Pension Plan, a contract-based arrangement with a third party. Company contributions vary by business during a five year transition period. Plan participants elect to make voluntary contributions to this plan up to a specified amount of their compensation. We contribute a matching amount not to exceed 12% of the participant’s salary for new hires and 15% of the participant’s salary for all other participants.

U.S. Defined Contribution Plans

Huntsman provided a money purchase pension plan covering substantially all of its domestic employees who were hired prior to January 1, 2004. Employer contributions were made based on a percentage of employees’ earnings (ranging up to 8%). During 2014, Huntsman closed this plan to non-union participants and in 2015 Huntsman closed this plan to union associates. We continue to provide equivalent benefits to those who were covered under this plan into their salary deferral accounts.

We also have a salary deferral plan covering substantially all U.S. employees. Plan participants may elect to make voluntary contributions to this plan up to a specified amount of their compensation. New hires are provided a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay.

Along with the introduction of the cash balance formula within the defined benefit pension plan, the money purchase pension plan was closed to new hires. At the same time, the employer match in the salary deferral plan was increased, for new hires, to a 100% match, not to exceed 4% of the participant’s compensation.

Our total combined expense for the above defined contribution plans was $3 million, $3 million and $1 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Note 21. Related Party Transactions

Transactions with Huntsman

We are party to a variety of transactions and agreements with Huntsman, our former parent and largest shareholder.

Prior to the separation, Huntsman’s executive, information technology, EHS and certain other corporate departments performed certain administrative and other services for Venator. Additionally, Huntsman performed certain site services for Venator. Expenses incurred by Huntsman and allocated to Venator were determined based on specific services provided or were allocated based on our 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, $62 million and $104 million for the years ended December 31, 2018, 2017 and 2016, respectively.

On August 11, 2017, we entered into a separation agreement with Huntsman to effect the separation and to provide a framework for the relationship with Huntsman. This agreement governs the relationship between Venator and Huntsman subsequent to the completion of the separation and provides for the allocation between Venator and Huntsman of assets, liabilities and obligations attributable to periods prior to the separation. Because these agreements were entered into in the context of a related party transaction, the terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties.

101

See description of our financing arrangements with Huntsman before and after the separation in “Note 15. Debt” and “Note 17. Derivatives and Hedging Activities.” See description of our arrangement with Huntsman as part of the separation in “Note19. Income Taxes.”

Other Related Party Transactions

We also conduct transactions in the normal course of business with parties under common ownership. Sales of raw materials to LPC as part of a sourcing arrangement were $65 million, $64 million and $67 million for the years ended December 31, 2018, 2017 and 2016, respectively. Proceeds from this arrangement are recorded as a reduction of cost of goods sold in Venator’s consolidated and combined statements of operations. Related to this same arrangement, purchases of finished goods from LPC were $167 million, $158 million and $158 million for the years ended December 31, 2018, 2017 and 2016, respectively. The related accounts receivable from affiliates and accounts payable to affiliates as of December 31, 2018 and 2017 are recognized in the consolidated and combined balance sheets.

Note 22. Commitments and Contingencies

Purchase Commitments

We have various purchase commitments extending through 2029 for materials, supplies and services entered into in the ordinary course of business. Included in the purchase commitments table below are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2019. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. To the extent the contract requires a minimum notice period; such notice period has been included in the table below. The contractual purchase prices for substantially all of these contracts are variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. We also have a limited number of contracts which require a minimum payment even if no volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. For the years ended December 31, 2018, 2017 and 2016, we made minimum payments under such take or pay contracts without taking the product of nil, $2 million and $1 million, respectively. Total purchase commitments as of December 31, 2018 were as follows:

Year ended December 31,	Amount
2019	$	110
2020	105
2021	62
2022	61
2023	6
Thereafter	25

Operating Leases

We lease certain premises, automobiles, and office equipment under long-term lease agreements. The total expense recorded under operating lease agreements in the consolidated and combined statements of operations was $16 million, $13 million and $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

Year ended December 31,	Amounts
2019	$	13
2020	11
2021	9
2022	6
2023	4
Thereafter	40
Total	$	83

102

Legal Proceedings

Shareholder Litigation

On February 8, 2019 we, certain or our executive officers, Huntsman and certain banks who acted as underwriters in connection with our IPO and secondary offering were named as defendants in a proposed class action civil suit filed in the District Court for the State of Texas, Dallas County, by a purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on December 1, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding our response to the fire that occurred at our Pori, Finland manufacturing facility, among other allegations. The plaintiff seeks to determine that the proceeding is a class action, and to obtain alleged compensatory damages, costs, rescission and equitable relief. We may be required to indemnify our executive officers, Huntsman and the banks who acted as underwriters in our IPO and secondary offerings for losses incurred by them in connection with these matters pursuant to our agreements with such parties. Because of the early stage of this litigation, we are unable to reasonably estimate any possible loss or range of loss and we have made no accrual with regard to this matter.

Other Matters

We are a party to various 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 23. 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 years ended December 31, 2018, 2017 and 2016, our capital expenditures for EHS matters totaled $9 million, $10 million and $11 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, liabilities 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 the EU, 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.

103

In connection with our previously announced intention to close our TiO₂ manufacturing facility in Pori, Finland, we expect to incur environmental costs related to the cleanup of the facility upon its eventual closure, including remediation costs related to the landfill located on the site. While we do not currently have enough information to be able to estimate the range of potential costs for the cleanup of this facility, these costs could be material to our consolidated and combined financial statements.

Environmental Reserves

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

Note 24. Other Comprehensive Loss

Other comprehensive loss consisted of the following:

	Foreign currency translation adjustment(1)			Pension and other postretirement benefits adjustments, net of tax(2)			Other comprehensive income of unconsolidated affiliates			Hedging instruments			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2017	(112		)	(306		)	(5		)	—			(423		)	—		(423		)
Adjustment due to discontinued operations	5			24			—			—			29			—		29
Tax expense	—			(3		)	—			—			(3		)	—		(3		)
Other comprehensive (loss) income before reclassifications	101			4			—			(5		)	100			—		100
Tax expense	—			(1		)	—			—			(1		)	—		(1		)
Amounts reclassified from accumulated other comprehensive loss, gross(3)	—			15			—			—			15			—		15
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive (loss) income	106			39			—			(5		)	140			—		140
Ending balance, December 31, 2017	(6		)	(267		)	(5		)	(5		)	(283		)	—		(283		)
Adjustment due to discontinued operations	—			—			—			—			—			—		—
Tax expense	—			—			—			—			—			—		—
Other comprehensive (loss) income before reclassifications	(90		)	(27		)	—			11			(106		)	—		(106		)
Tax expense	—			(2		)	—			—			(2		)	—		(2		)
Amounts reclassified from accumulated other comprehensive loss, gross(3)	—			18			—			—			18			—		18
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive (loss) income	(90		)	(11		)	—			11			(90		)	—		(90		)
Ending balance, December 31, 2018	$	(96	)	$	(278	)	$	(5	)	$	6		$	(373	)	$	—	$	(373	)

(1) Amounts are net of tax of nil each as of January 1, 2017, December 31, 2017 and December 31, 2018.

(2) Amounts are net of tax of $56 million, $52 million and $50 million as of January 1, 2017, December 31, 2017 and December 31, 2018, respectively.

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

104

	Year ended December 31,					Affected line item in the statement where net income is presented
	2018		2017
Details about Accumulated Other Comprehensive Loss Components:
Amortization of pension and other postretirement benefits:
Actuarial loss	$	15	$	17		(a)
Prior service cost	3		(2		)	(a)
	18		15			Total before tax
Income tax benefit	—		—			Income tax (expense) benefit
Total reclassifications for the period	$	18	$	15		Net of tax

(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note 20. Employee Benefit Plans.”

Note 25. 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:

Adjusted EBITDA for each of the two reportable operating segments are as follows:

105

	Year ended December 31,
	2018			2017			2016
Revenues:
Titanium Dioxide	$	1,666		$	1,604		$	1,554
Performance Additives	599			605			585
Total	$	2,265		$	2,209		$	2,139
Segment adjusted EBITDA(1):
Titanium Dioxide	$	417		$	387		$	61
Performance Additives	62			72			69
Corporate and other	(43		)	(64		)	(53		)
Total	$	436		$	395		$	77
Reconciliation of adjusted EBITDA to net (loss) income:
Interest expense	(53		)	(100		)	(59		)
Interest income	13			60			15
Income tax benefit (expense)—continuing operations	8			(50		)	23
Depreciation and amortization	(132		)	(127		)	(114		)
Net income attributable to noncontrolling interests	6			10			10
Other adjustments:
Business acquisition and integration expenses	(20		)	(5		)	(11		)
Separation expense, net	(2		)	(7		)	—
U.S. income tax reform	—			34			—
Net income of discontinued operations, net of tax	—			8			8
(Loss) gain on disposition of business/assets	(2		)	—			22
Certain legal settlements and related expenses	—			(1		)	(2		)
Amortization of pension and postretirement actuarial losses	(15		)	(17		)	(10		)
Net plant incident credits (costs)	232			(4		)	(1		)
Restructuring, impairment and plant closing and transition costs	(628		)	(52		)	(35		)
Net (loss) income	$	(157	)	$	144		$	(77	)
Depreciation and Amortization:
Titanium Dioxide	$	93		$	85		$	87
Performance Additives	27			36			19
Corporate and other	12			6			8
Total	$	132		$	127		$	114

	Year ended December 31,
	2018		2017		2016
Capital Expenditures:
Titanium Dioxide	$	301	$	178	$	73
Performance Additives	24		17		30
Corporate and other	1		2		—
Total	$	326	$	197	$	103
Total Assets(2):
Titanium Dioxide	$	1,631	$	1,794	$	1,561
Performance Additives	592		703		764
Corporate and other	262		350		210
Total	$	2,485	$	2,847	$	2,535

(1) Adjusted EBITDA is defined as net (loss) income before interest expense, interest income, income tax benefit (expense), depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) U.S. income tax reform; (d) (loss) gain on disposition of businesses/assets; (e) net income of discontinued operations, net of tax; (f) certain legal

106

settlements and related expenses; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident costs; and (i) restructuring, impairment and plant closing and transition costs.

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

	Year ended December 31,
By Geographic Area	2018		2017		2016
Revenues(1):
United States	$	518	$	526	$	491
Germany	257		230		210
China	131		112		113
Italy	126		126		130
United Kingdom	116		114		102
Spain	96		86		79
France	89		94		98
India	65		63		54
Canada	55		56		59
Other nations	812		802		803
Total	$	2,265	$	2,209	$	2,139
Long Lived Assets:
Germany	$	263	$	256	$	215
United Kingdom	180		208		198
Italy	164		170		155
United States	111		253		263
Finland(2)	69		257		146
Other nations	207		223		201
Total	$	994	$	1,367	$	1,178

(1) Geographic information for revenues is based upon countries into which product is sold.

(2) The Pori, Finland plant closure was announced in the third quarter of 2018 and is anticipated to be completed in 2022.

107

Note 26. Selected Unaudited Quarterly Financial Data

2018	First Quarter			Second Quarter		Third Quarter			Fourth Quarter
Revenue	$	622		$	626	$	533		$	484
Cost of goods sold	454			193		463			440
Restructuring, impairment and plant closing and transition costs	9			136		428			55
Income (loss) from continuing operations	80			198		(366		)	(69		)
Net income (loss)	80			198		(366		)	(69		)
Net income (loss) attributable to Venator	78			196		(368		)	(69		)
Basic income (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Diluted income (loss) per share:
Income (loss) per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Net income (loss) per share attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
2017
Revenue	537			562		582			528
Cost of goods sold	465			480		448			388
Restructuring, impairment and plant closing and transition costs	26			7		16			3
(Loss) income from continuing operations	(21		)	34		53			70
Net (loss) income	(13		)	34		53			70
Net (loss) income attributable to Venator	(16		)	31		51			68
Basic (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	(0.23		)	0.29		0.48			0.64
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders	(0.15		)	0.29		0.48			0.64
Diluted (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	(0.23		)	0.29		0.48			0.64
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders	(0.15		)	0.29		0.48			0.64

108

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of 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 annual report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 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. 

Changes in Internal Control Over Financial Reporting 

There were no changes to our internal control over financial reporting during the three months ended December 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).

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control framework and processes are designed to provide reasonable assurance to management and our Board of Directors regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;

• provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and our Board of Directors;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements; and

• provide reasonable assurance as to the detection of fraud.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.

Our management assessed the effectiveness of our internal control over financial reporting and concluded that, as of December 31, 2018, such internal control is effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (“COSO”).

Our independent registered public accountants, Deloitte LLP, with direct access to our Board of Directors through our Audit Committee, have audited our consolidated and combined financial statements and have issued an attestation report on internal control over financial reporting.

109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Venator Materials PLC

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Venator Materials PLC and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 20, 2019 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte LLP

Leeds, United Kingdom

February 20, 2019

110

ITEM 9B. OTHER INFORMATION

None.

111

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to our Directors (including identification of our Audit Committee’s financial expert(s)) and executive officers will be disclosed in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10-K. See also the information regarding executive officers of the registrant set forth in “Part I. Item 1. Business” under the caption “Executive Officers of the Registrant” in reliance on General Instruction G to Form 10‑K.

Code of Ethics

Our Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K under the Exchange Act, that applies to our principal executive officer, principal financial officer and principal accounting officer or controller. A copy of the code of ethics is posted on our website, at www.venatorcorp.com. We intend to disclose any amendments to, or waivers from, our code of ethics on our website.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation and our equity compensation plans will be disclosed in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to beneficial ownership of our ordinary shares by each Director and all Directors and officers of our Company as a group will be disclosed in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10-K.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of our ordinary shares will be disclosed in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10-K.

Information with respect to compensation plans under which equity securities are authorized for issuance will be disclosed in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10‑K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information with respect to certain relationships and related transactions will be disclosed in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to principal accountant fees and services, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for our Annual General Meeting of Shareholders and may be incorporated herein by reference. Alternatively, we may include such information in an amendment to this Annual report on Form 10-K.

112

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed with this report.

(1) Consolidated and Combined Financial Statements

i. All financial statements of the Company as set forth under Item 8 of this annual report on Form 10-K

(2) Financial Statement Schedules

i. Schedule II – Valuation and Qualifying Accounts

(3) Exhibits – The exhibits to this report are listed on the Exhibit Index below.

EXHIBIT INDEX

Each exhibit identified below is filed as a part of this annual report. Exhibits designated with an “*” are filed as an exhibit to this annual report on Form 10‑K and exhibits designated with an “**” are furnished as an exhibit to this annual report on Form 10‑K. Exhibits designated with a “+” are identified as management contracts or compensatory plans or arrangements. Exhibits previously filed as indicated below are incorporated by reference.

Exhibit No.	Description
3.1	Amended and Restated Articles of Association of Venator Materials PLC (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 7, 2017).
4.1	Form of Certificate evidencing Ordinary Shares (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (File No. 333-217753) filed with the Commission on June 30, 2017).
4.2	Registration Rights Agreement, dated August 8, 2017, by and among Venator Materials PLC, Huntsman International LLC and Huntsman (Holdings) Netherlands B.V. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 11, 2017).
4.3	Indenture for 5.75% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-1/A (File No. 333-217753) filed with the Commission on July 14, 2017).
4.4	Form of 5.75% Senior Note due 2025 (included in Exhibit 4.3).
4.5	Supplemental Indenture, dated August 8, 2017, by and among Venator Finance S.à r.l., Venator Materials LLC, the guarantors party thereto and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K (File No. 001-38176) filed with the commission on August 11, 2017).
10.1	Separation Agreement dated August 7, 2017, by and among Venator Materials PLC and Huntsman Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 11, 2017).
10.2	Tax Matters Agreement, dated August 7, 2017, by and Among Venator Materials PLC and Huntsman International LLC (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 11, 2017).
10.3+	Venator Materials PLC Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 7, 2017).
10.4	ABL Facility Agreement, dated August 8, 2017, by and among Venator Materials LLC, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 11, 2017).
10.5	Term Loan Credit Agreement, dated August 8, 2017, by and among Venator Materials PLC, Venator Finance S.à r.l. and Venator Materials LLC, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K (File No. 001-38176) filed with the Commission on August 11, 2017).
10.6+	Form of Non-qualified Stock Option Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).

113

10.7+	Form of Performance Unit Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.5 of the Company's Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.8+	Form of Phantom Share Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.6 of the Company's Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.9+	Form of Restricted Stock Unit Agreement (Employee Form, IPO Award Conversion) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.10+	Form of Restricted Stock Unit Agreement (Employee Form, New Grants) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.11+	Form of Restricted Stock Unit Agreement (Director Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.12+	Form of Share Unit Agreement (Director Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.10 of the Company's Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.13+	Form of Notice of Award of Ordinary Shares (Director Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 4.11 of the Company’s Registration Statement on Form S-8 (File No. 333-219982) filed with the Commission on August 15, 2017).
10.14+	Employment Transfer Agreement, dated June 19, 2017 (Stolle) (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-217753) filed with the Commission on July 14, 2017).
10.15+	Employment Transfer Agreement, dated July 11, 2017 (Ogden) (incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 (File No. 333-217753) filed with the Commission on July 14, 2017).
10.16+	Form of Employment Agreement (Maiter) (incorporated by reference to Exhibit 10.11 of the Company's Registration Statement on Form S-1 (File No. 333-217753) filed with the Commission on July 14, 2017).
10.17+	Amended and Restated Executive Severance Plan dated November 14, 2017 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-217756) filed with the Commission on November 27, 2017).
10.18+	Form of Restricted Stock Unit Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K (File No. 001-38176) filed with the Commission on February 23, 2018).
10.19+	Form of non-qualified Stock Option Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K (File No. 001-38176) filed with the Commission on February 23, 2018).
10.20*	Form of Indemnification Deed for Officers and Directors.
10.21+*	Terms and Conditions of Employment (UK), dated December 5, 2018, between Venator Materials UK Limited and Simon Turner.
10.22+*	Terms and Conditions of Employment (US), dated December 5, 2018, between Venator Americas LLC, Venator Materials UK Limited and Kurt D. Ogden.
10.23+*	Terms and Conditions of Employment (US), dated December 5, 2018, between Venator Americas LLC, Venator Materials UK Limited and Russell R. Stolle.
10.24+*	Terms and Conditions of Employment (UK), dated December 5, 2018, between Venator Materials UK Limited and Mahomed A. Maiter.
10.25+*	Terms and Conditions of Employment (UK), dated December 5, 2018, between Venator Materials UK Limited and Robert L. Portsmouth.
10.26+*	Form of Performance Unit Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan.
21.1*	List of Subsidiaries of Venator Materials PLC
23.1*	Consent of Deloitte LLP (Venator Materials PLC and Subsidiaries)
23.2*	Consent of Deloitte & Touche LLP (Venator Materials PLC and Subsidiaries)

114

31.1*	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2*	Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of 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

115

VENATOR MATERIALS PLC AND SUBSIDIARIES

Schedule II—Valuation and Qualifying Accounts

			Additions
Description	Balance at beginning of period		Charges to cost and expenses		Charged to other accounts		Deductions			Balance at end of period
Allowance for doubtful accounts:
Year ended December 31, 2018	$	5	$	1	$	—	$	(1	)	$	5
Year ended December 31, 2017	4		1		—		—			5
Year ended December 31, 2016	4		—		—		—			4

******

116

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: February 20, 2019
	VENATOR MATERIALS PLC
	By:	/s/ KURT D. OGDEN
		Kurt D. Ogden
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Venator Materials PLC in the capacities indicated on the dates indicated.

/s/ Simon Turner	President and Chief Executive Officer, and Director (Principal Executive Officer)	February 20, 2019
Simon Turner
/s/ Kurt D. Ogden	Executive Vice President and Chief Financial Officer (Principal Financial Officer), and Venator’s Authorized Representative in the United States	February 20, 2019
Kurt D. Ogden
/s/ Stephen Ibbotson	Vice President and Corporate Controller (Principal Accounting Officer)	February 20, 2019
Stephen Ibbotson
/s/ Peter R. Huntsman	Director	February 20, 2019
Peter R. Huntsman
/s/ Sir Robert J. Margetts	Director	February 20, 2019
Sir Robert J. Margetts
/s/ Douglas D. Anderson	Director	February 20, 2019
Douglas D. Anderson
/s/ Daniele Ferrari	Director	February 20, 2019
Daniele Ferrari
/s/ Kathy D. Patrick	Director	February 20, 2019
Kathy D. Patrick

117

EX-10.20

Exhibit 10.20

FORM OF INDEMNIFICATION DEED

FOR OFFICERS AND DIRECTORS

THIS DEED is effective [•], between Venator Materials PLC, a public limited company incorporated in England and Wales with company number 10747130 and the undersigned person who is currently serving or will serve the Company as a director or officer (“Indemnitee”).

WHEREAS, the Company intends to adopt, or has adopted, Amended and Restated Articles of Association (as the same may be amended from time to time, the “Articles”) which sets forth certain provisions related to the indemnification of, and advancement of expenses to directors (among others) of the Company or any Associated Company; and

WHEREAS, the Company and Indemnitee recognize that the interpretation of ambiguous statutes, regulations and court opinions, and of the Articles, and the vagaries of public policy, are too uncertain to provide the directors and officers of the Company with adequate or reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of performing their duties in good faith for the Company; and

WHEREAS, the Company and Indemnitee are aware that highly experienced and capable persons are often reluctant to serve as directors or officers of a company unless they are protected to the fullest extent permitted by law by comprehensive insurance or indemnification, especially since the legal risks and potential liabilities, and the very threat thereof, associated with lawsuits filed against directors or officers of a company, and the resultant substantial time spent, expense, harassment, ridicule, abuse and anxiety in defending against such lawsuits, whether or not meritorious, bear no reasonable or logical relationship to the amount of compensation received by the directors or officers from the company; and

WHEREAS, after due consideration and investigation of the terms and provisions of this Deed, the Board of Directors of the Company has determined in good faith that this Deed is not only reasonable and prudent, but necessary to promote the success of the Company; and

WHEREAS, the Company desires to have Indemnitee serve as a director and/or officer of the Company, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of his acting in good faith in the performance of his duty to the Company; and Indemnitee desires to serve (provided that he is furnished the indemnity and other benefits provided for hereinafter), in either or both of such capacities;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions. As used in this Deed:

(a) “Application for Relief” means an application made by Indemnitee to the court under sections 661(3) or 661 (4) or section 1157 of the Companies Act.

(b) “Associated Company” has the meaning given in section 256 of the Companies Act.

(c) “Company” means Venator Materials PLC (company number 10747130) and any Associated Company.

(d) “Companies Act” means the Companies Act 2006 as amended from time to time.

(e) “Expenses” include, all attorneys’ fees and disbursements, accountants’ fees, private investigation fees and disbursements, retainers, court costs, transcript costs, fees of experts, fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements, or expenses, reasonably incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in a Proceeding or establishing Indemnitee’s right of entitlement to indemnification for any of the foregoing.

(f) “final” in relation to any conviction, judgment or refusal of relief, has the meaning given in section 204(3) of the Companies Act.

(g) “Party” or “Parties” means the Company or the Indemnitee or both as appropriate;

(h) “Proceeding” includes any threatened, pending or completed action, suit, inquiry or proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative, arbitrative or investigative nature, in which Indemnitee is or will be involved as a party, as a witness or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any inaction on his part while acting as a director or officer or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another company, partnership, joint venture, trust, limited liability company or other enterprise including any predecessor, subsidiary of affiliated entity of the Company; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Deed; provided, however, that any such action, suit or proceeding which is brought by Indemnitee or any person or entity on behalf of or in the right of Indemnitee against the Company or directors or officers of the Company, shall not be deemed a Proceeding without prior approval by a majority of the Board of Directors of the Company.

(i) “Liabilities” include, without limitation any judgments, fines and penalties against Indemnitee in connection with a Proceeding and amounts paid by Indemnitee in settlement of a Proceeding.

(j) “Restricted Proceeding” means any (1) criminal Proceedings, (1) Proceedings brought by the Company and (1) Application for Relief.

(k) “Stock Exchange” means any stock exchange upon which securities issued by the Company (or depositary receipts representing such securities) are listed;

(l) “substantiating documentation” shall mean copies of bills or invoices for costs incurred by or for Indemnitee, or copies of court or agency orders or decrees or settlement agreements, as the case may be, accompanied by a sworn statement from Indemnitee that such bills, invoices, court or agency orders or decrees or settlement agreements, represent costs or liabilities meeting the definition of Liabilities or Expenses.

(m) References to Indemnitee’s being or acting as “a director or officer of the Company” or “serving at the request of the Company as a director, officer, trustee, employee or agent of

2

another corporation, partnership, joint venture, trust, limited liability company or other enterprise” shall include in each case service to or actions taken while a director, officer, trustee, employee or agent of any subsidiary or predecessor of the Company.

(n) “he” and “his” have been used for convenience and mean “she” and “her” if Indemnitee is a female.

2. Agreement to Serve. Indemnitee agrees to serve as a director and/or officer of the Company, at the will of the Company or under separate contract, if such exists, for so long as Indemnitee is duly elected or appointed and qualified in accordance with the provisions of the Articles and, in the case of officers, the Board of Directors’ appointment, or until such time as Indemnitee tenders his resignation in writing or is removed.

3. Indemnity of Director or Officer; D&O Insurance.

(a) To Fullest Extent Permitted. The Company shall indemnify and hold harmless Indemnitee against Liabilities and Expenses to the fullest extent authorized or permitted by law (including the applicable provisions of the Companies Act) and without prejudice to any other indemnity to which the Indemnitee may otherwise be entitled. The phrase “to the fullest extent permitted by law” shall include (1) to the fullest extent permitted by any provision of the Companies Act that authorizes or permits additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Companies Act and (1) to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date of this Deed that increase the extent to which a company may indemnify its directors and officers. Any amendment, alteration or repeal of the Companies Act that adversely affects any right of Indemnitee shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence that took place prior to such amendment or repeal.

(b) In Third Party Proceedings. The Company further agrees to indemnify and hold harmless Indemnitee in accordance with this Section 3(b) against Liabilities and Expenses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company, but only if Indemnitee acted in good faith and, in the case of conduct in his official capacity, in a manner he reasonably believed to be in the best interests of the Company and, in all other cases, not opposed to the best interests of the Company and with respect to any criminal proceeding, Indemnitee had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order of the court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(c) In Proceedings By The Company. The Company hereby further agrees to indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 3(c) against Expenses incurred in connection with any Proceeding by or in the right of the Company except that no indemnification shall be made under this Section 3(c) in respect of any such Proceeding if final judgement is given against the Indemnitee unless, and then only to the extent that, the court shall determine upon an Application for Relief that, despite the

3

adjudication of liability but in view of all the circumstances of the case, the Indemnitee acted honestly and reasonably and ought fairly to be relieved from liability.

(d) D&O Insurance. The Company shall at its cost purchase and maintain Directors’ and Officers’ Liability Insurance (“D&O Insurance”) to insure Indemnitee (commonly referred to as “Side A” coverage) for any Liabilities and Expenses arising out of facts or events that occurred while Indemnitee was a director and/or officer of the Company to the extent that such insurance can be obtained at such cost and on such terms as are reasonable and do not exceed 200% of the annual cost of the D&O Insurance in place for the year in which this Deed is entered into. The Company shall for a period of six years after Indemnitee ceases to be a director or officer of the Company purchase and maintain D&O Insurance to insure Indemnitee and Indemnitee’s personal representatives/estate in respect of Indemnitee’s appointment as a director or officer of the Company to the extent that such insurance can be obtained at such cost and on such terms as are reasonable and do not exceed 200% of the annual cost of the D&O Insurance in place for the year in which this Deed is entered into. In the event that the aggregate premium for the insurance required by this Section 3(d) exceeds the maximum amount provided, the Company shall purchase as much coverage as is reasonably obtainable for such maximum amount. The Company shall not be in breach of its obligations under this Section 3(b) where its inability to purchase and maintain D&O Insurance to insure Indemnitee is attributable to a failure by Indemnitee to comply with Indemnitee’s obligations to the insurers. The Company shall ensure that Indemnitee is provided at all times with a copy of the Company’ current D&O Insurance policy, to the extent it relates to Indemnitee, or with a summary of the terms of the Company’s current D&O Insurance policy, to the said extent.

4. Contribution. If the indemnification provided under Section 3 is unavailable by reason of a court decision, based on grounds other than any of those set forth in Section 15, then, in respect of any Proceeding in which the Company is jointly liable with Indemnitee, the Company shall contribute to the amount of Liabilities and Expenses actually and reasonably incurred and paid or payable by Indemnitee in such proportion as the Company reasonably and in good faith determines is appropriate to reflect the relative benefits received by the Company on one hand and Indemnitee on the other from the transaction from which such Proceeding arose and the relative fault of the Company on the one hand and of Indemnitee on the other in connection with the events that resulted in such Liabilities and Expenses as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of Indemnitee on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Liabilities and Expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or any other method of allocation that does not take into account of the foregoing equitable considerations.

5. Choice of Counsel. If Indemnitee is not an officer of the Company, he, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees, in each case subject to the consent of the Company (not to be unreasonably withheld or delayed). The obligation of the Company to reimburse Indemnitee for the

4

fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, except that Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding at Indemnitee’s expense; and the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee has concluded in good faith that there may be a conflict of interest between the Company and Indemnitee or between Indemnitee and any other persons represented by the same counsel, in the conduct of any such defense, or (C) the Company, in fact, shall not have employed counsel to assume the defense of such Proceeding unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Principal Counsel or Separate Counsel, as the case may be, would have an actual or potential conflict of interest in representing Indemnitee.

6. Advances of Expenses. Expenses incurred by Indemnitee shall be paid by the Company in advance of the final disposition of the Proceeding, and within 20 calendar days after receipt of Indemnitee’s written request accompanied by substantiating documentation and Indemnitee’s (x) written affirmation that he has met the standard of conduct for indemnification and (y) written undertaking to repay such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification. No interest shall accrue on the advances. No objections based on or involving the question whether such charges meet the definition of “Expenses,” including any question regarding the reasonableness of such Expenses, shall be grounds for failure to advance to such Indemnitee, or to reimburse such Indemnitee for, the amount claimed within the 20-day period referenced in the first sentence of this Section 6, and the undertaking of Indemnitee set forth in Section 8 hereof to repay any such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification shall be deemed to include an undertaking to repay any such amounts determined not to have met such definition.

7. Right to Indemnification or Advancement of Expenses Upon Application; Procedure Upon Application.

(a) Any indemnification under this Deed shall be made no later than 60 days after receipt by the Company of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 60-day period by (1) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to the relevant Proceeding, (1) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum or (1) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion that Indemnitee has not met the applicable standards for indemnification set forth in this Deed.

(b) The right to indemnification or advances as provided by this Deed shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification or advancement of Expenses is not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors, any committee thereof, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Company (including its Board of Directors, any committee thereof or independent legal counsel) that Indemnitee

5

has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(c) The Company shall to the fullest extent permitted by applicable law be precluded from asserting in any Proceeding that the provisions of this Deed are not valid, binding and enforceable or that there is insufficient consideration for this Deed.

(d) Promptly after receipt of a notice of a Proceeding pursuant to Section 8(b) of this Deed, the Company shall give notice of the commencement of any such Proceeding to the insurers under any D&O Insurance in accordance with the procedures set forth in the policies. Thereafter, the Company shall take all reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

8. Undertaking by Indemnitee.

(a) Indemnitee undertakes and promises to repay to the Company for all advances of Expenses pursuant to Section 6 hereof, (1) in respect of particular Restricted Proceedings if, in respect of those Proceedings (as applicable): (x) Indemnitee is convicted, (y) judgement is given against Indemnitee’ or (z) the court refuses to grant Indemnitee relief on an Application for Relief, and (1) in respect of all other Proceedings, to the extent that it is finally determined that Indemnitee is not entitled to indemnification under this Deed. Any repayment required by clause (i) of this subsection shall be made no later than the date when the conviction, judgement or the refusal of relief (as applicable) becomes final and any repayment otherwise required shall be made no later than 30 days after notice to Indemnitee of the final determination described in clause (ii).

(b) Indemnitee shall give the Company notice in writing as soon as practicable (and in no event later than 5 business days following Indemnitee’s becoming aware) of any Proceeding in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder. Notice to the Company shall be directed to the General Counsel of the Company (or if there is no such position, the chief executive officer) and given in accordance with Section 18(e) of this Deed. Subject to Section 12 of this Deed, the delay or omission by Indemnitee to so notify the Company shall not relieve the Company from any liability that it may have to Indemnitee hereunder or otherwise

9. Rights Hereunder Not Exclusive. The rights to indemnification and to advancement of Expenses provided by this Deed shall not be deemed exclusive of limit or be limited by any other rights to which Indemnitee may be entitled under the Articles, applicable law, any D&O Insurance, any agreement, any shareholder vote or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; provided, that this Deed supersedes all prior written indemnification agreements between the Company and Indemnitee with respect to the subject matter hereof; provided, that Indemnitee shall reimburse the Company for amounts paid to him pursuant to such other rights to the extent such payments duplicate any payments received pursuant to this Deed.

10. Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise) and shall continue

6

thereafter so long as Indemnitee shall be subject to any possible Proceeding (notwithstanding the fact that Indemnitee has ceased to serve the Company).

11. Partial Indemnification. If Indemnitee is entitled under any provision of this Deed to indemnification by the Company or to receive advancement by the Company in each case for, some portion of, Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee, and to the extent applicable advancement of Expenses, for the portion of such Expenses to which Indemnitee is entitled.

12. Settlements. The Company shall not be liable to indemnify Indemnitee under this Deed for any amounts paid in settlement of any Proceedings effected without the Company’s written consent. The Company shall not settle any Proceedings in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold or delay their consent to any proposed settlement. The Company shall not be liable to indemnify Indemnitee under this Deed with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

13. Acknowledgements.

(a) Company Acknowledgment. The Company expressly confirms and agrees that it has entered into this Deed and assumed the obligations imposed on the Company hereby in order to induce Indemnitee to serve or to continue to serve as a director or officer of the Company, and acknowledges that Indemnitee is relying upon this Deed in agreeing to serve or in continuing to serve as a director or officer of the Company.

(b) Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit the Company from indemnifying its directors and officers under this Deed or otherwise. For example, the Company and Indemnitee acknowledge that the United States Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain United States federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

14. Enforcement. In the event Indemnitee is required to bring any action or other proceeding to enforce rights or to collect moneys due under this Deed and is successful in such action, the Company shall reimburse Indemnitee for all of Indemnitee’s Expenses in bringing and pursuing such action.

15. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Deed:

(a) No Entitlement to Indemnification. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any action instituted by Indemnitee to enforce or interpret this Deed, if a court of competent jurisdiction determines that Indemnitee was not entitled to indemnification hereunder;

7

(b) Insured Claims. To indemnify Indemnitee for Expenses or Liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such Expenses or Liabilities have been paid directly to Indemnitee by an insurance carrier under any insurance policy maintained by the Company;

(c) Remuneration in Violation of Law. To indemnify Indemnitee in respect of remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(d) Indemnification Unlawful. To indemnify Indemnitee if prohibited by the Companies Act or otherwise by law or a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful;

(e) Fines. To indemnify Indemnitee for any fines imposed on Indemnitee in any criminal proceeding or amounts payable by Indemnitee to a regulatory authority or Stock Exchange as a penalty in respect of non-compliance with any requirement of a regulatory nature, provided, however, that this clause (e) shall not limit the Company’s obligation to pay to Indemnitee such amounts as are required to meet Expenses of Indemnitee in defending himself in an investigation or against any action proposed to be taken by a regulatory authority or Stock Exchange;

(f) Misconduct, Etc. To indemnify Indemnitee on account of Indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to constitute intentional misconduct, a knowing violation of law, or a transaction from which Indemnitee derived an improper personal benefit;

(g) Claims under Sarbanes-Oxley Act of 2002. To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002.

(h) Breach of Duty. To indemnify Indemnitee on account of Indemnitee’s conduct which is the subject of any Proceeding brought by the Company and approved by a majority of the Board of Directors which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee’s fiduciary or contractual obligations to the Company, or any other willful and deliberate breach in bad faith of Indemnitee’s duty to the Company or its shareholders;

(i) Claims Under Section 16(b). To indemnify Indemnitee for Expenses or the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;

(j) Taxation. To indemnify Indemnitee for any Liabilities or Expenses relating to any taxation or national insurance payable by Indemnitee in connection with his remuneration or other benefits from the Company; or

8

(k) Restricted Proceedings. To indemnify Indemnitee for any Liabilities or Expenses related to any Restricted Proceedings in which (1) Indemnitee is convicted; (1) judgement is given against Indemnitee; or (1) the court refuses to grant Indemnitee relief on the application.

16.Severability. If any provision of this Deed shall be held to be invalid, illegal or unenforceable: the validity, legality and enforceability of the remaining provisions of this Deed shall not be in any way affected or impaired thereby, and to the fullest extent possible, the provisions of this Deed shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Each section of this Deed is a separate and independent portion of this Deed. If the indemnification to which Indemnitee is entitled with respect to any aspect of any claim varies between two or more sections of this Deed, that section providing the most comprehensive indemnification shall apply.

17.Duties; No Construction as Service Agreement. This indemnity shall not modify or waive any of the duties which Indemnitee owes as a director or officer as a matter of law or under the rules of any relevant Stock Exchange or other regulatory body. Nothing contained in this Deed shall be construed as giving Indemnitee any right to remain in the employ of the Company or any of its subsidiaries, if Indemnitee currently serves as an officer of the Company to serve in such capacity, or if Indemnitee currently serves as a director of the Company to be renominated or continue to serve as a director of the Company. This Deed shall not be deemed an employment or service agreement between the Company (or any of its subsidiaries) and Indemnitee. Indemnitee specifically acknowledges that his service to the Company or any of its subsidiaries is at will and the Indemnitee may be discharged at any time for any reason, with or without cause, subject to payment of any required amounts pursuant to a written employment or service agreement between Indemnitee and the Company (or any of its subsidiaries), or other written agreement, plan or arrangement adopted by the Board of Directors or, with respect to an Indemnitee’s service as a director or officer of the Company, by the Articles or Companies Act.

18. Miscellaneous.

(a) Governing Law. This Deed and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be construed and interpreted in accordance with and governed by the laws of England and Wales and the Parties hereto submit irrevocably to the nonexclusive jurisdiction of the Courts of England for resolution of any dispute arising hereunder.

(b) Entire Agreement; Modifications; Enforcement of Rights. This Deed represents the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement between the Parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing. No modification of or amendment to this Deed, nor any waiver of any rights under this Deed, shall be effective unless in writing signed by the Parties to this Deed except that the Company may amend the terms of this Deed without consent of the Indemnitee after giving Indemnitee 60 days’ notice of such proposed amendment. No amendment effected without the Indemnitees’ consent shall affect the rights of the Indemnitee hereunder in respect of any Proceeding arising out of act, omission or event occurring before any such amendment is made or alter the obligation of the Company set forth in the second sentence of Section 3(d). The failure by either Party to enforce any right, power or remedy under this Deed shall not be construed as a waiver of any right, power or remedy of such Party. A single or partial exercise of any

9

right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

Construction. This Deed is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any; accordingly, this Deed shall be deemed to be the product of all of the Parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties hereto. Section headings are not to be considered part of this Deed, are solely for convenience of reference, and shall not affect the meaning or interpretation of this Deed. For the purposes of this Deed, (1) words in the singular shall be held to include the plural and vice versa; (1) the terms “hereof,” “herein,” “hereunder”, and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Deed as a whole and not to any particular provision of this Deed, and Section references are to the Sections to this Deed unless otherwise specified; (1) the word “including” and words of similar import when used in this Deed shall mean “including, without limitation,” unless otherwise specified; and (1) the word “or” shall not be exclusive.

(c) Assignment; Third Party Rights. This Deed shall not be assignable by either Party without the consent of the other. This Deed is made for the benefit of Indemnitee and shall inure for the benefit of the successors, personal representatives, heirs and estate of Indemnitee. Subject to the preceding sentence, no term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not Party.

(d) Inspection. The Indemnitee acknowledges and accepts that a copy of this Deed as varied from time to time will be available for inspection at the registered office of the Company by any shareholder of the Company in accordance with the provisions of the Companies Act, and may further be disclosed in whole in part to such persons as the Company determines in its absolute discretion including, without limitation, in the accounts of the Company.

(e) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Deed shall be in writing and shall be deemed to have been given (1) when delivered personally to the recipient, (1) when sent to the recipient by telecopy (receipt electronically confirmed by sender’s telecopy machine) if during normal business hours of the recipient, otherwise on the next business day, (1) one business day after the date when sent to the recipient by reputable overnight courier service (charges prepaid), or (1) five business days after the date when mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Parties at the addresses indicated on the signature page hereto, or to such other address as any Party may, from time to time, designate in writing delivered pursuant to the terms of this Section 18(e).

(f) Counterparts. This Deed may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(g) Successors and Assigns. This Deed shall be binding upon the Company and its successors and permitted assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume

10

and agree to perform this Deed in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(h) Subrogation. In the event of payment under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.

11

[Balance of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this document as a deed on and as of the day and year first above written.

VENTATOR MATERIALS PLC

By:        

Name:        

Title:        

Address:

Venator Materials PLC

Titanium House, Hanzard Drive, Wynyard Park,

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

Facsimile: 00 44 (0)1740 608241

Witness:     

Name:        

Address:        

INDEMNITEE:

[Name]

Address:

[Name]

c/o Venator Materials     PLC

Titanium House, Hanzard Drive, Wynyard Park,

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

Facsimile: 00 44 (0)1740 608241

Witness:     

Name:        

Address:        

[Signature Page to Indemnification Deed]

EX-10.21

Exhibit 10.21

TERMS AND CONDITIONS OF EMPLOYMENT (U.K.)

Employer’s name and address: VENATOR MATERIALS UK LIMITED (the “Company”)

Employee’s name and address: Simon Turner, [address redacted].

This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at 10 December 2018.

1.    TERMS OF EMPLOYMENT

1.1 The terms set out in this Agreement, together with any documents incorporated into this Agreement by reference as set out in clause 1.2 (each referred to as an “Incorporated Document”), govern your employment relationship with the Company and bind the parties to this Agreement. If there is any conflict between the terms of this Agreement and the terms of an Incorporated Document, the terms of this Agreement will prevail.

1.2 Except as stated otherwise in this Agreement, the terms of each of the following documents are incorporated by reference into this Agreement and are made a part hereof:

(a) the Venator Materials PLC Amended and Restated Executive Severance Plan adopted on November 14, 2017 (the “Severance Plan”);

(b) the Venator Materials PLC 2017 Stock Incentive Plan adopted August 1, 2017, and all Award Agreements thereunder (together, the “Stock Incentive Plan”);

(c) the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018;

(d) the Venator Materials PLC Incentive Repayment Policy (or “Clawback”) adopted February 13, 2018, as may be amended from time to time;

(e) the Venator UK Management Car Scheme, as may be amended from time to time; and

(f) the letter-agreement titled Company Pension Benefits (and attachment), dated September 14, 2012 and signed by the Senior Vice President of Huntsman Corporation (the “Supplemental Pension Benefits Agreement”), regarding the Company’s removal of limits imposed on your accrued pension benefits and related matters.

2.    JOB TITLE AND DUTIES

2.1 You are employed as President and CEO of Venator Materials PLC. You began your employment in this role on June 21, 2017, and you are credited with continuous employment with the Company (including its predecessors) since December 1, 1989.

2.2 Your duties in your role are the global substantive and administrative oversight of the businesses and corporate functions of Venator Materials PLC.

2.3 Whilst employed by the Company you must:

(a) during your hours of work devote the whole of your time, attention and abilities to the business of the Company and carry out your duties with due care and attention;

(b) not, without the Company’s prior written consent, be in any way directly or indirectly engaged or concerned with any other business (other than managing your personal investments) or employment whether during or outside your hours of work for the Company;

(c) use your best efforts to promote and protect the interests of the Company and observe the utmost good faith towards the Company; and

(d) comply with the Company’s rules, regulations and policies from time to time in force.

3.    REMUNERATION

3.1 Your gross base salary is the GBP equivalent of US $850,000.00 (or such higher sum as may be determined by the Compensation Committee from time to time). The salary will be paid after deduction of required or estimated withholding for income taxes, for national insurance and for any benefit plan contributions you elect, and is payable no less frequently than in equal monthly instalments on or around the last day of each month into your nominated bank account.

3.2 Your salary will be reviewed for increase at regular annual intervals.

3.3 For the purposes of the Employment Rights Act 1996, sections 13-27, you agree that the Company may deduct from your remuneration any sums due from you to the Company including, without limitation, your pension contributions (if any) and any overpayments, loans or advances made to you by the Company.

4.    ANNUAL BONUS

4.1 Your target bonus for each calendar year is a sum equal to 100% (or such higher percentage as may be determined by the Compensation Committee from time to time) of your annual base salary in effect at the end of that calendar year. The actual amount of bonus to be paid to you for a particular year will be determined by the Company by reference to your performance against individual performance targets and the performance of Venator Materials PLC for that year against objective performance targets set for the executive leadership team of Venator Materials PLC each year, with an opportunity each year to earn up to two (2) times your bonus target upon achievement of the maximum performance targets set for that year. For 2018, the objective performance targets are as described in the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018, as adjusted by the Compensation Committee on November 14, 2018.

4.2 The bonus will be paid to you in cash no later than the end of the month following the month in which the Company’s auditors have completed their audit of the financial statements of the Company. To be eligible to receive a bonus, except as provided in the Severance Plan, you must be in employment with the Company at the time of payment of the bonus.

5.    LONG TERM INCENTIVE

5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan.

5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award

will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan.

5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment during by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

6.    EXPENSES

The Company shall reimburse to you (against receipts or other appropriate evidence as the Company may require) the amount of all out-of-pocket expenses reasonably and properly incurred by you in the proper performance of your duties hereunder in accordance with the Company’s expenses policy in force from time to time.

7.    NORMAL HOURS OF WORK

7.1 Your normal hours of work will be Monday to Friday 9am – 5pm. You acknowledge that your duties may require you to work additional hours as required from time to time and that you are not entitled to any additional remuneration for any such additional hours worked. For the purposes of the Working Time Regulations 1998 you agree to opt out of the 48 hour maximum working hours per week.

8.    PLACE OF WORK

8.1 Your normal place of work will be Titanium House, Hanzard Drive, Wynyard Park, Stockton- on-Tees, TS22 5FD, UK. The Company may not change your normal place of work to a location other than a location within England without your prior written consent.

9.    NOTICE AND SEVERANCE

9.1 The length of prior written notice that you must give the Company in order to terminate your employment is 3 months. The length of prior written notice that the Company must give you in order to terminate your employment is 0 months.

9.2 You continue to participate in the Severance Plan, the terms of which shall continue to apply to your employment, except that, as an additional term, a breach of this Agreement by the Company or its affiliate shall be deemed to be a sufficient cause for a “Termination for Good Reason” under the Severance Plan. For the avoidance of doubt the 30-day remedy provision set out Clause 2.13 of the Severance Plan shall also apply to any breach of this Agreement.

9.3 The Company may, at its absolute discretion, require you not to attend at work and/or not to undertake all or any of your duties hereunder during any period of notice (whether given by the Company or you), provided always that the Company shall continue to pay your salary and contractual benefits. For the avoidance of doubt, there is no obligation on the Company to provide you with any work during any period of notice and you will not be entitled to work on your own account or on account of any other person, firm or company during that period without the Company’s prior written consent.

10.    HOLIDAYS AND HOLIDAY PAY

10.1 Each holiday year, you are entitled to 32 working days paid holiday and all customary public holidays recognised by the Company in that particular holiday year.

10.2 The Company’s holiday year runs from 1st January to 31st December and holiday entitlement (other than customary public holidays) will accrue pro rata on a monthly basis through the holiday year.

10.3 If your employment ends part way through the holiday year your holiday entitlement for that year will be assessed on a pro rata basis.

10.4 On termination of your employment you will be entitled to pay in lieu of any holidays which have accrued to you in the holiday year in which the termination takes place but which you have not taken at that time. The Company may require you to take unused holidays during your notice period.

11.    HEALTHCARE AND ABSENCE FROM WORK DUE TO SICKNESS OR INJURY

During your employment, the Company will provide you, your spouse and your eligible dependents with private healthcare no less favourable to you than as provided to the Company’s other employees assigned to the same place of work. In the event of your absence from work due to illness or injury, you will be entitled to the benefits and entitlements applicable to the Company’s employees pursuant to the Company’s policy in effect at the time of your illness or injury. In addition, you and your spouse will be entitled to an annual executive medical assessment by BUPA or an equivalent private healthcare provider.

12.    PENSION, RETIREMENT AND LIFE INSURANCE BENEFITS

12.1 You are a member of the following pension plans and subject to the rules thereof: (1) the Tioxide Pension Fund (in which you have deferred member status); (2) the U.K. Defined Contribution Scheme (in which you have deferred member status); (3) the AECI Pension Fund in South Africa (in which you have deferred member status); and (4) the Huntsman Global Pension Scheme (the “HGPS”) (in which you have active deferred status). Because you have met the applicable lifetime contribution limit and are therefore not receiving any additional contributions from the Company into your U.K. Defined Contribution Scheme account in which you have deferred member status, the Company will provide you with a monthly cash payment approximately equivalent to the amount you would have been eligible to receive as a contribution to your plan account had you not met the lifetime limit, which is 15% of your base salary.

12.2 Pursuant to Company policy, the Company will provide you with a “top up” payment to the HGPS should you wish to withdraw your funds from this pension scheme, in an amount sufficient to enable the HGPS Trustee to transfer a fully funded (unreduced) account value attributable to your years of service in accordance with the terms of the HGPS.

12.3 Additionally, the Company will provide you with the retirement and pension benefits further set out in the Supplemental Pension Benefits Agreement and which will be governed by the rules governing payments under the UK Tioxide Pension Fund.

12.4 Pursuant and subject to the terms of the Venator UK Life Assurance Scheme, the Company will provide you with a Death in Service Benefit of eight times (8x) your annual salary at the time of your death, and an additional seven times (7x) your annual salary at the time of your death if your death is the result of a work-related accident, up to a maximum benefit of £5 million unless a higher amount is approved by the Company’s underwriter.

13.    CONFIDENTIALITY

You must not (except in the proper performance of your duties) while employed by the Company or at any time after the date on which your employment with the Company terminates:

(a) divulge or communicate to any person;

(b) use for your own purposes or for any purposes other than those of the Company or, as appropriate, any of its customers; or

(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of;

any Confidential Information relating to the Company or its affiliates. Confidential Information” includes, without limitation, all of the following: customer and supplier lists and contact information, trading history with customers and suppliers, customer and supplier contracts, customer formulations, industrial and manufacturing processes and technologies, employee salary and benefits information, strategic plans, market assessments, business plans, assessments of competitors, long term strategies, board presentations, as well as any other information that in the ordinary course would be considered material to the success of Venator and would otherwise be held in confidence by the Company, regardless of whether that information is held in paper or electronic form. These restrictions shall cease to apply to any information which shall become available to the public generally other than through the breach by you of the foregoing restrictions. You agree that money damages would not be a sufficient remedy for any breach of this Clause 13 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

14.    COVENANT-NOT-TO-COMPETE AND OTHER RESTRICTIONS

14.1 In the course of your employment you will be exposed to Confidential Information and will acquire other proprietary knowledge relating to the Company’ and its affiliates’ current and planned operations. Therefore, you will not during the period of your employment with the Company and for a period of twelve months after the termination of your employment, either directly, or indirectly through any other person, firm or other organisation (any a “Person”):

(a) solicit, entice or induce any Person which at any time during the last year of your employment with the Company (that period referred to as the “Relevant Period”) was a supplier of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) to reduce the level of business between the supplier and the Company or its affiliates and you will not approach any supplier for that purpose or authorise or approve the taking of such actions by any other person;

(b) solicit business which is of the same or similar nature as the business with which you were materially concerned at any time during the Relevant Period or in respect of which you are in possession of Confidential Information as a result of your employment during the Relevant Period (such business referred to as the “Business”) from any Person which at any time during the Relevant Period was a customer of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) and you will not approach any customer for that purpose or authorise or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer” shall include all Persons from whom the Company or any of its affiliates has received inquiries for the provision of goods or services where such inquiries have not been concluded;

(c) employ or engage or otherwise solicit, entice or induce any person who, during the Relevant Period, was an employee, consultant or contractor of the Company or any of its affiliates who was employed during that period in a senior sales, marketing, financial, managerial, professional or equivalent capacity to become employed or engaged by you or any other Person and you will not approach any such person for such purpose or authorise or approve the taking of such actions by any other Person; and

(d) within the Restricted Area, be employed or engaged in that part of a business which is involved in the business of researching, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products, if the business or person is or seeks to be in competition with the Company. For the purposes of this sub- clause, acts done by you outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products in the Restricted Area. For the purposes of this sub-clause, “Restricted Area” shall mean any country in the world where, on the date you cease to be employed by the Company, the Company researches, develops, manufactures, supplies, markets, distributes or sells Restricted Products, and “Restricted Products” shall mean (i) Titanium Dioxide pigments and commercial co- products and (ii) Iron Oxide pigments.

14.2 If the Company suspends any of your duties under Clause 9.3 during any period after notice of termination has been given by the Company or you, the aggregate of the period of the suspension and the period after the end of your employment with the Company during which the restrictions in this Clause 14 shall apply shall not exceed 12 months and, if the aggregate of the two periods would exceed 12 months, the period after the end of your employment during which the restrictions shall apply shall be reduced accordingly.

14.3 The restrictions in this Clause 14 are separate and severable restrictions and are considered by the parties to be reasonable in all the circumstances. It is agreed that if any such restrictions by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

14.4 You agree that money damages would not be a sufficient remedy for any breach of the restrictions in this Clause 14 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

15.    DATA PROTECTION

15.1 The Company will hold, collect and otherwise process certain personal data as set out in the Company’s privacy notice, which is on the intranet. All personal data will be treated in accordance with applicable data protection laws and regulations.

16.    PREVIOUS CONTRACTS

16.1 This Agreement and the Incorporated Documents constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement; provided, however, for the avoidance of doubt, that this Agreement shall not supersede, extinguish or otherwise affect the Indemnification Deed For Officers And Directors between you and Venator Materials PLC.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17.    GOVERNING LAW AND VENUE FOR ANY DISPUTES

17.1 Notwithstanding anything in the Incorporated Documents to the contrary, this Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be construed and interpreted in accordance with and governed by the laws of England, without giving effect to the conflict of law principles thereof, and the Parties hereto submit irrevocably to the exclusive jurisdiction of the English courts for resolution of any dispute arising hereunder.

IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date written above.

EXECUTED as a Deed by

VENATOR MATERIALS UK LTD

acting by Peter R. Huntsman,

Chairman, Board of Directors        /s/ Peter R. Huntsman        

in the presence of:

Witness’s Signature:            /s/ Dana Arnold            

Full Name:                Dana Arnold    

Address:                [address redacted]

EXECUTED as a Deed by

Simon Turner                /s/ Simon Turner        

in the presence of:

Witness’s Signature:            /s/ Deborah Riley        

Full Name:                Deborah Riley    

Address:                [address redacted]

EX-10.22

Exhibit 10.22

TERMS AND CONDITIONS OF EMPLOYMENT (U.S.)

Employer’s name and address: VENATOR AMERICAS LLC (the “Company”)

Host Company’s name and address: VENATOR MATERIALS UK LIMITED (the “Host Company”)

Employee’s name and address: Kurt D. Ogden, [address redacted].

This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at December 10, 2018.

1. TERMS OF EMPLOYMENT

1.1 The terms set out in this Agreement, together with any documents incorporated into this Agreement by reference as set out in clause 1.2 (each referred to as an “Incorporated Document”), govern your employment relationship with the Company and bind the parties to this Agreement. If there is any conflict between the terms of this Agreement and the terms of an Incorporated Document, the terms of this Agreement will prevail.

1.2 Except as stated otherwise in this Agreement, the terms of each of the following documents are incorporated by reference into this Agreement and are made a part hereof:

(a) the Venator Materials PLC Amended and Restated Executive Severance Plan adopted on November 14, 2017 (the “Severance Plan”);

(b) the Venator Materials PLC 2017 Stock Incentive Plan adopted August 1, 2017, and all Award Agreements thereunder (together, the “Stock Incentive Plan”);

(c) the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018;

(d) the Venator Materials PLC Incentive Repayment Policy (or “Clawback”), as may be amended from time to time;

(e) the Venator 401(k) Plan, as may be amended from time to time;

(f) the Venator Executive Elective Deferral Plan adopted February 13, 2018, as may be amended from time to time; and

(g) the letter-agreement sent to you from the VP Human Resources of Venator Materials PLC detailing the terms of your temporary assignment to the UK dated July 11, 2017 (the “Assignment Letter”).

2. JOB TITLE AND DUTIES

2.1 You are employed as Senior Vice President and Chief Financial Officer of Venator Materials PLC and its subsidiaries, with effect from June 21, 2017. You are credited with continuous employment with the Company (including its predecessors) since October 18, 2004.

2.2 Your duties in your role are the global substantive and administrative responsibilities for the Finance, Accounting, Tax, Treasury, Credit, Internal Audit & Controls, Investor Relations, Risk Management, and IT functions of Venator Materials PLC and its subsidiaries.

2.3 Whilst employed by the Company you must:

1    WRITTEN TERMS (LONG)

(a) during your hours of work devote the whole of your time, attention and abilities to the business of the Company and carry out your duties with due care and attention;

(b) not, without the Company’s prior written consent, be in any way directly or indirectly engaged or concerned with any other business (other than managing your personal investments) or employment whether during or outside your hours of work for the Company;

(c) use your best efforts to promote and protect the interests of the Company and observe the utmost good faith towards the Company; and

(d) comply with the Company’s rules, regulations and policies from time to time in force.

3. REMUNERATION

3.1 Your gross base salary is US $530,000.00 (or such higher sum as may be determined by the Compensation Committee from time to time). The salary will be paid after deduction of required or estimated withholding for income taxes and for any benefit plan contributions you elect, and is payable no less frequently than in equal monthly instalments on or around the last day of each month into your nominated bank account.

3.2 Your salary will be reviewed for increase at regular annual intervals.

3.3 For the purposes of the Employment Rights Act 1996, sections 13-27, you agree that the Host Company may deduct from your remuneration any sums due from you to the Company including, without limitation, any overpayments, loans or advances made to you by the Company.

4. ANNUAL BONUS

4.1 Your target bonus for each calendar year is a sum equal to 70% (or such higher percentage as may be determined by the Compensation Committee from time to time) of your annual base salary in effect at the end of that calendar year. The actual amount of bonus to be paid to you for a particular year will be determined by the Company by reference to your performance against individual performance targets and the performance of Venator Materials PLC for that year against objective performance targets set for the executive leadership team of Venator Materials PLC each year, with an opportunity each year to earn up to two (2) times your bonus target upon achievement of the maximum performance targets set for that year. For 2018, the objective performance targets are as described in the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018, as adjusted by the Compensation Committee on November 14, 2018.

4.2 The bonus will be paid to you in cash no later than the end of the month following the month in which the Company’s auditors have completed their audit of the financial statements of the Company. To be eligible to receive a bonus, except as provided in the Severance Plan, you must be in employment with the Company at the time of payment of the bonus.

5. LONG TERM INCENTIVE

5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan.

5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 13, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan.

5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 13, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

6. EXPENSES

The Company shall reimburse to you (against receipts or other appropriate evidence as the Company may require) the amount of all out-of-pocket expenses reasonably and properly incurred by you in the proper performance of your duties hereunder in accordance with the Company’s expenses policy in force from time to time.

7. NORMAL HOURS OF WORK

7.1 Your normal hours of work will be Monday to Friday 9am – 5pm. You acknowledge that your duties may require you to work additional hours as required from time to time and that you are not entitled to any additional remuneration for any such additional hours worked. For the purposes of the Working Time Regulations 1998 applicable to the Host Company, you agree to opt out of the 48 hour maximum working hours per week.

8. PLACE OF WORK

8.1 Your normal place of work while assigned to the Host Company will be Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, UK. Your normal place of work upon the end of your assignment will be 10003 Woodloch Forest Dr., The Woodlands, Texas. The Company may not change your normal place of work to a location other than a location within England without your prior written consent.

9. NOTICE AND SEVERANCE

9.1 The length of prior written notice that you must give the Company in order to terminate your employment is 3 months. The length of prior written notice that the Company must give you in order to terminate your employment is 3 months.

9.2 You continue to participate in the Severance Plan, the terms of which shall continue to apply to your employment, except that, as an additional term, a breach of this Agreement by the Company or its affiliate shall be deemed to be a sufficient cause for a “Termination for Good Reason” under the Severance Plan. For the avoidance of doubt the 30-day remedy provision set out Clause 2.13 of the Severance Plan shall also apply to any breach of this Agreement.

9.3 The Company may, at its absolute discretion, require you not to attend at work and/or not to undertake all or any of your duties hereunder during any period of notice (whether given by the Company or you), provided always that the Company shall continue to pay your salary and contractual benefits. For the avoidance of doubt, there is no obligation on the Company to provide you with any work during any period of notice and you will not be entitled to work on your own account or on account of any other person, firm or company during that period without the Company’s prior written consent.

10. HOLIDAYS AND HOLIDAY PAY

10.1 Your entitlement to paid vacation days and customary public holidays is as provided in the Assignment Letter.

10.2 The Company’s holiday year runs from 1st January to 31st December and holiday entitlement (other than customary public holidays) will accrue pro rata on a monthly basis through the holiday year.

10.3 If your employment ends part way through the holiday year your holiday entitlement for that year will be assessed on a pro rata basis.

10.4 On termination of your employment you will be entitled to pay in lieu of any holidays which have accrued to you in the holiday year in which the termination takes place but which you have not taken at that time. The Company may require you to take unused holidays during your notice period.

11. HEALTHCARE AND ABSENCE FROM WORK DUE TO SICKNESS OR INJURY

During your employment, the Company will provide you, your spouse and your eligible dependents with private healthcare no less favourable to you than as provided to the Company’s other employees assigned to the same place of work or, for any period during which you are assigned to the Host Company, as provided in the Assignment Letter. In the event of your absence from work due to illness or injury, you will be entitled to the benefits and entitlements applicable to the Company’s employees pursuant to the Company’s policy in effect at the time of your illness or injury. In addition, you and your spouse will be entitled to an annual executive medical assessment by BUPA or an equivalent private healthcare provider.

12. RETIREMENT, LIFE INSURANCE AND OTHER BENEFITS

12.1 The Company will provide you with retirement benefits in accordance with the 401(k) Plan and the Supplemental Savings Plan as applicable to employees credited with your years of continuous service.

12.2 In addition, you are entitled to Company-paid life insurance and other benefits provided to the Company’s employees under its benefit plans and written policies, as may be amended from time to time.

13. CONFIDENTIALITY

You must not (except in the proper performance of your duties) while employed by the Company or at any time after the date on which your employment with the Company terminates:

(a) divulge or communicate to any person;

(b) use for your own purposes or for any purposes other than those of the Company or, as appropriate, any of its customers; or

(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of;

any Confidential Information relating to the Company or its affiliates “Confidential Information” includes, without limitation, all of the following: customer and supplier lists and contact information, trading history with customers and suppliers, customer and supplier contracts, customer formulations, industrial and manufacturing processes and technologies, employee salary and benefits information, strategic plans, market assessments, business plans, assessments of competitors, long term strategies, board presentations, as well as any other information that in the ordinary course would be considered material to the success of Venator and would otherwise be held in confidence by the Company, regardless of whether that information is held in paper or electronic form. These restrictions shall cease to apply to any information which shall become available to the public generally other than through the breach by you of the foregoing restrictions. You agree that money damages would not be a sufficient remedy for any breach of this Clause 13 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

14. COVENANT-NOT-TO-COMPETE AND OTHER RESTRICTIONS

14.1 In the course of your employment you will be exposed to Confidential Information and will acquire other proprietary knowledge relating to the Company’ and its affiliates’ current and planned operations. Therefore, you will not during the period of your employment with the Company and for a period of twelve months after the termination of your employment, either directly, or indirectly through any other person, firm or other organisation (any a “Person”):

(a) solicit, entice or induce any Person which at any time during the last year of your employment with the Company (that period referred to as the “Relevant Period”) was a supplier of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) to reduce the level of business between the supplier and the Company or its affiliates and you will not approach any supplier for that purpose or authorise or approve the taking of such actions by any other person;

(b) solicit business which is of the same or similar nature as the business with which you were materially concerned at any time during the Relevant Period or in respect of which you are in possession of Confidential Information as a result of your employment during the Relevant Period (such business referred to as the “Business”) from any Person which at any time during the Relevant Period was a customer of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) and you will not approach any customer for that purpose or authorise or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer” shall include all Persons from whom the Company or any of its affiliates has received inquiries for the provision of goods or services where such inquiries have not been concluded;

(c) employ or engage or otherwise solicit, entice or induce any person who, during the Relevant Period, was an employee, consultant or contractor of the Company or any of its affiliates who was employed during that period in a senior sales, marketing, financial, managerial, professional or equivalent capacity to become employed or engaged by you or any other Person and you will not approach any such person for such purpose or authorise or approve the taking of such actions by any other Person; and

(d) within the Restricted Area, be employed or engaged in that part of a business which is involved in the business of researching, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products, if the business or person is or seeks to be in competition with the Company. For the purposes of this sub- clause, acts done by you outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products in the Restricted Area. For the purposes of this sub-clause, “Restricted Area” shall mean any country in the world where, on the date you cease to be employed by the Company, the Company researches, develops, manufactures, supplies, markets, distributes or sells Restricted Products, and “Restricted Products” shall mean (i) Titanium Dioxide pigments and commercial co- products and (ii) Iron Oxide pigments.

14.2 If the Company suspends any of your duties under Clause 9.3 during any period after notice of termination has been given by the Company or you, the aggregate of the period of the suspension and the period after the end of your employment with the Company during which the restrictions in this Clause 14 shall apply shall not exceed 12 months and, if the aggregate of the two periods would exceed 12 months, the period after the end of your employment during which the restrictions shall apply shall be reduced accordingly.

14.3 The restrictions in this Clause 14 are separate and severable restrictions and are considered by the parties to be reasonable in all the circumstances. It is agreed that if any such restrictions by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

14.4 You agree that money damages would not be a sufficient remedy for any breach of the restrictions in this Clause 14 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

15. DATA PROTECTION

The Company will hold, collect and otherwise process certain personal data as set out in the Company’s privacy notice, which is on the intranet. All personal data will be treated in accordance with applicable data protection laws and regulations.

16. PREVIOUS CONTRACTS

16.1 This Agreement and the Incorporated Documents constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement; provided, however, for the avoidance of doubt, that this Agreement shall not supersede, extinguish or otherwise affect the Indemnification Deed For Officers And Directors between you and Venator Materials PLC.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17. GOVERNING LAW AND VENUE FOR ANY DISPUTES

17.1 Notwithstanding anything in the Incorporated Documents to the contrary, this Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be construed and interpreted in accordance with and governed by the laws of the State of Texas and applicable U.S. federal law, without giving effect to the conflict of law principles thereof, and the Parties hereto submit irrevocably to the exclusive jurisdiction of the courts of the State of Texas for resolution of any dispute arising hereunder.

IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date written above.

EXECUTED as a Deed by VENATOR AMERICAS LLC

acting by Simon Turner,

Director     /s/ Simon Turner    

in the presence of:

Witness’s Signature:    /s/ Angela Turley     

Full Name:    Angela Turley     

Address:    [address redacted]

EXECUTED as a Deed by Kurt D. Ogden        /s/ Kurt Ogden    

in the presence of:

Witness’s Signature:    /s/ Joanne Kitching     

Full Name:    Joanne Kitching     

Address:    [address redacted]

EX-10.23

Exhibit 10.23

TERMS AND CONDITIONS OF EMPLOYMENT (U.S.)

Employer’s name and address: VENATOR AMERICAS LLC (the “Company”)

Host Company’s name and address: VENATOR MATERIALS UK LIMITED (the “Host Company”)

Employee’s name and address: Russell R. Stolle, [address redacted].

This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at December 10, 2018.

1. TERMS OF EMPLOYMENT

1.1 The terms set out in this Agreement, together with any documents incorporated into this Agreement by reference as set out in clause 1.2 (each referred to as an “Incorporated Document”), govern your employment relationship with the Company and bind the parties to this Agreement. If there is any conflict between the terms of this Agreement and the terms of an Incorporated Document, the terms of this Agreement will prevail.

1.2 Except as stated otherwise in this Agreement, the terms of each of the following documents are incorporated by reference into this Agreement and are made a part hereof:

(a) the Venator Materials PLC Amended and Restated Executive Severance Plan adopted on November 14, 2017 (the “Severance Plan”);

(b) the Venator Materials PLC 2017 Stock Incentive Plan adopted August 1, 2017, and all Award Agreements thereunder (together, the “Stock Incentive Plan”);

(c) the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018;

(d) the Venator Materials PLC Incentive Repayment Policy (or “Clawback”), as may be amended from time to time;

(e) the Venator 401(k) Plan, as may be amended from time to time;

(f) the Venator Executive Elective Deferral Plan adopted February 13, 2018, as may be amended from time to time;

(g) the letter-agreement sent to you from the VP Human Resources of Venator Materials PLC detailing the terms of your temporary assignment to the UK dated June 19, 2017 (the “Assignment Letter”);

(h) the letter-agreement sent to you from the President and CEO of Venator Materials PLC dated June 15, 2017 regarding an Agreement Concerning Retiree Medical Benefit (the “Retiree Medical Benefit Letter”); and

(i) the letter-agreement sent to you from Huntsman P&A UK Limited dated 15 September 2017 regarding your lease of a home while on your Assignment in the UK.

2. JOB TITLE AND DUTIES

2.1 You are employed as Senior Vice President, General Counsel and Chief Compliance Officer of Venator Materials PLC and its subsidiaries, with effect from June 21, 2017. You are credited

1    WRITTEN TERMS (LONG)

with continuous employment with the Company (including its predecessors) since October 8, 1988.

2.2 Your duties in your role are the global substantive and administrative responsibilities for the Legal, Compliance, Human Resources and Corporate Communications functions of Venator Materials PLC and its subsidiaries.

2.3 Whilst employed by the Company you must:

(a) during your hours of work devote the whole of your time, attention and abilities to the business of the Company and carry out your duties with due care and attention;

(b) not, without the Company’s prior written consent, be in any way directly or indirectly engaged or concerned with any other business (other than managing your personal investments) or employment whether during or outside your hours of work for the Company;

(c) use your best efforts to promote and protect the interests of the Company and observe the utmost good faith towards the Company; and

(d) comply with the Company’s rules, regulations and policies from time to time in force.

3. REMUNERATION

3.1 Your gross base salary is US $455,000.00 (or such higher sum as may be determined by the Compensation Committee from time to time). The salary will be paid after deduction of required or estimated withholding for income taxes and for any benefit plan contributions you elect, and is payable no less frequently than in equal monthly instalments on or around the last day of each month into your nominated bank account.

3.2 Your salary will be reviewed for increase at regular annual intervals.

3.3 For the purposes of the Employment Rights Act 1996, sections 13-27, you agree that the Host Company may deduct from your remuneration any sums due from you to the Company including, without limitation, any overpayments, loans or advances made to you by the Company.

4. ANNUAL BONUS

4.1 Your target bonus for each calendar year is a sum equal to 70% (or such higher percentage as may be determined by the Compensation Committee from time to time) of your annual base salary in effect at the end of that calendar year. The actual amount of bonus to be paid to you for a particular year will be determined by the Company by reference to your performance against individual performance targets and the performance of Venator Materials PLC for that year against objective performance targets set for the executive leadership team of Venator Materials PLC each year, with an opportunity each year to earn up to two (2) times your bonus target upon achievement of the maximum performance targets set for that year. For 2018, the objective performance targets are as described in the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018, as adjusted by the Compensation Committee on November 14, 2018.

4.2 The bonus will be paid to you in cash no later than the end of the month following the month in which the Company’s auditors have completed their audit of the financial statements of the Company. To be eligible to receive a bonus, except as provided in the Severance Plan, you must be in employment with the Company at the time of payment of the bonus.

5. LONG TERM INCENTIVE

5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan.

5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 13, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan.

5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 13, 2018, and which will vest in such increments over the next three years after the date of each such grant as are determined by the Compensation Committee.

6. EXPENSES

The Company shall reimburse to you (against receipts or other appropriate evidence as the Company may require) the amount of all out-of-pocket expenses reasonably and properly incurred by you in the proper performance of your duties hereunder in accordance with the Company’s expenses policy in force from time to time.

7. NORMAL HOURS OF WORK

7.1 Your normal hours of work will be Monday to Friday 9am – 5pm. You acknowledge that your duties may require you to work additional hours as required from time to time and that you are not entitled to any additional remuneration for any such additional hours worked. For the purposes of the Working Time Regulations 1998 applicable to the Host Company, you agree to opt out of the 48 hour maximum working hours per week.

8. PLACE OF WORK

8.1 Your normal place of work while assigned to the Host Company will be Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, UK. Your normal place of work upon the end of your assignment will be 10003 Woodloch Forest Dr., The Woodlands, Texas. The Company may not change your normal place of work to a location other than a location within England without your prior written consent.

9. NOTICE AND SEVERANCE

9.1 The length of prior written notice that you must give the Company in order to terminate your employment is 3 months. The length of prior written notice that the Company must give you in order to terminate your employment is 3 months.

9.2 You continue to participate in the Severance Plan, the terms of which shall continue to apply to your employment, except that, as an additional term, a breach of this Agreement by the Company or its affiliate shall be deemed to be a sufficient cause for a “Termination for Good Reason” under the Severance Plan. For the avoidance of doubt the 30-day remedy provision set out Clause 2.13 of the Severance Plan shall also apply to any breach of this Agreement.

9.3 The Company may, at its absolute discretion, require you not to attend at work and/or not to undertake all or any of your duties hereunder during any period of notice (whether given by the Company or you), provided always that the Company shall continue to pay your salary and contractual benefits. For the avoidance of doubt, there is no obligation on the Company to provide you with any work during any period of notice and you will not be entitled to work on your own account or on account of any other person, firm or company during that period without the Company’s prior written consent.

10. HOLIDAYS AND HOLIDAY PAY

10.1 Your entitlement to paid vacation days and customary public holidays is as provided in the Assignment Letter.

10.2 The Company’s holiday year runs from 1st January to 31st December and holiday entitlement (other than customary public holidays) will accrue pro rata on a monthly basis through the holiday year.

10.3 If your employment ends part way through the holiday year your holiday entitlement for that year will be assessed on a pro rata basis.

10.4 On termination of your employment you will be entitled to pay in lieu of any holidays which have accrued to you in the holiday year in which the termination takes place but which you have not taken at that time. The Company may require you to take unused holidays during your notice period.

11. HEALTHCARE AND ABSENCE FROM WORK DUE TO SICKNESS OR INJURY

During your employment, the Company will provide you, your spouse and your eligible dependents with private healthcare no less favourable to you than as provided to the Company’s other employees assigned to the same place of work or, for any period during which you are assigned to the Host Company, as provided in the Assignment Letter. In the event of your absence from work due to illness or injury, you will be entitled to the benefits and entitlements applicable to the Company’s employees pursuant to the Company’s policy in effect at the time of your illness or injury. In addition, you and your spouse will be entitled to an annual executive medical assessment by BUPA or an equivalent private healthcare provider.

12. RETIREMENT, LIFE INSURANCE AND OTHER BENEFITS

12.1 The Company will provide you with retirement benefits in accordance with the 401(k) Plan and the Supplemental Savings Plan as applicable to employees credited with your years of continuous service.

12.2 In addition, you are entitled to Company-paid life insurance and other benefits provided to the Company’s employees under its benefit plans and written policies, as may be amended from time to time.

13. CONFIDENTIALITY

You must not (except in the proper performance of your duties) while employed by the Company or at any time after the date on which your employment with the Company terminates:

(a) divulge or communicate to any person;

(b) use for your own purposes or for any purposes other than those of the Company or, as appropriate, any of its customers; or

(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of;

any Confidential Information relating to the Company or its affiliates “Confidential Information” includes, without limitation, all of the following: customer and supplier lists and contact information, trading history with customers and suppliers, customer and supplier contracts, customer formulations, industrial and manufacturing processes and technologies, employee salary and benefits information, strategic plans, market assessments, business plans, assessments of competitors, long term strategies, board presentations, as well as any other information that in the ordinary course would be considered material to the success of Venator and would otherwise be held in confidence by the Company, regardless of whether that information is held in paper or electronic form. These restrictions shall cease to apply to any information which shall become available to the public generally other than through the breach by you of the foregoing restrictions. You agree that money damages would not be a sufficient remedy for any breach of this Clause 13 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

14. COVENANT-NOT-TO-COMPETE AND OTHER RESTRICTIONS

14.1 In the course of your employment you will be exposed to Confidential Information and will acquire other proprietary knowledge relating to the Company’ and its affiliates’ current and planned operations. Therefore, you will not during the period of your employment with the Company and for a period of twelve months after the termination of your employment, either directly, or indirectly through any other person, firm or other organisation (any a “Person”):

(a) solicit, entice or induce any Person which at any time during the last year of your employment with the Company (that period referred to as the “Relevant Period”) was a supplier of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) to reduce the level of business between the supplier and the Company or its affiliates and you will not approach any supplier for that purpose or authorise or approve the taking of such actions by any other person;

(b) solicit business which is of the same or similar nature as the business with which you were materially concerned at any time during the Relevant Period or in respect of which you are in possession of Confidential Information as a result of your employment during the Relevant Period (such business referred to as the “Business”) from any Person which at any time during the Relevant Period was a customer of the Company or any of its affiliates (and with whom you or one of your direct reports was actively

involved during that time or in respect of which you are in possession of material Confidential Information) and you will not approach any customer for that purpose or authorise or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer” shall include all Persons from whom the Company or any of its affiliates has received inquiries for the provision of goods or services where such inquiries have not been concluded;

(c) employ or engage or otherwise solicit, entice or induce any person who, during the Relevant Period, was an employee, consultant or contractor of the Company or any of its affiliates who was employed during that period in a senior sales, marketing, financial, managerial, professional or equivalent capacity to become employed or engaged by you or any other Person and you will not approach any such person for such purpose or authorise or approve the taking of such actions by any other Person; and

(d) within the Restricted Area, be employed or engaged in that part of a business which is involved in the business of researching, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products, if the business or person is or seeks to be in competition with the Company. For the purposes of this sub- clause, acts done by you outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products in the Restricted Area. For the purposes of this sub-clause, “Restricted Area” shall mean any country in the world where, on the date you cease to be employed by the Company, the Company researches, develops, manufactures, supplies, markets, distributes or sells Restricted Products, and “Restricted Products” shall mean (i) Titanium Dioxide pigments and commercial co- products and (ii) Iron Oxide pigments.

14.2 If the Company suspends any of your duties under Clause 9.3 during any period after notice of termination has been given by the Company or you, the aggregate of the period of the suspension and the period after the end of your employment with the Company during which the restrictions in this Clause 14 shall apply shall not exceed 12 months and, if the aggregate of the two periods would exceed 12 months, the period after the end of your employment during which the restrictions shall apply shall be reduced accordingly.

14.3 The restrictions in this Clause 14 are separate and severable restrictions and are considered by the parties to be reasonable in all the circumstances. It is agreed that if any such restrictions by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

14.4 You agree that money damages would not be a sufficient remedy for any breach of the restrictions in this Clause 14 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

15. DATA PROTECTION

The Company will hold, collect and otherwise process certain personal data as set out in the Company’s privacy notice, which is on the intranet. All personal data will be treated in accordance with applicable data protection laws and regulations.

16. PREVIOUS CONTRACTS

16.1 This Agreement and the Incorporated Documents constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement; provided, however, for the avoidance of doubt, that this Agreement shall not supersede, extinguish or otherwise affect the Indemnification Deed For Officers And Directors between you and Venator Materials PLC.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17. GOVERNING LAW AND VENUE FOR ANY DISPUTES

17.1 Notwithstanding anything in the Incorporated Documents to the contrary, this Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be construed and interpreted in accordance with and governed by the laws of the State of Texas and applicable U.S. federal law, without giving effect to the conflict of law principles thereof, and the Parties hereto submit irrevocably to the exclusive jurisdiction of the courts of the State of Texas for resolution of any dispute arising hereunder.

IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date written above.

EXECUTED as a Deed by VENATOR AMERICAS LLC

acting by Simon Turner,

Director    /s/ Simon Turner    

in the presence of:

Witness’s Signature:    /s/ Joanne Kitching     

Full Name:    Joanne Kitching     

Address:    [address redacted]

EXECUTED as a Deed by

Russell R. Stolle    /s/ Russell Stolle     

in the presence of:

Witness’s Signature:    /s/ Angela Turley     

Full Name:    Angela Turley     

Address:    [address redacted]

EX-10.24

Exhibit 10.24

TERMS AND CONDITIONS OF EMPLOYMENT (U.K.)

Employer’s name and address: VENATOR MATERIALS UK LIMITED (the “Company”)

Employee’s name and address:    Mahomed Ahmed Maiter, [address redacted].

This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at 10 December 2018.

1. TERMS OF EMPLOYMENT

1.1 The terms set out in this Agreement, together with any documents incorporated into this Agreement by reference as set out in clause 1.2 (each referred to as an “Incorporated Document”), govern your employment relationship with the Company and bind the parties to this Agreement. If there is any conflict between the terms of this Agreement and the terms of an Incorporated Document, the terms of this Agreement will prevail.

1.2 Except as stated otherwise in this Agreement, the terms of each of the following documents are incorporated by reference into this Agreement and are made a part hereof:

(a) the Venator Materials PLC Amended and Restated Executive Severance Plan adopted on November 14, 2017 (the “Severance Plan”);

(b) the Venator Materials PLC 2017 Stock Incentive Plan adopted August 1, 2017, and all Award Agreements thereunder (together, the “Stock Incentive Plan”);

(c) the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018;

(d) the Venator Materials PLC Incentive Repayment Policy (or “Clawback”) adopted February 13, 2018, as may be amended from time to time:

(e) the Venator UK Management Car Scheme, as may be amended from time to time; and

(f) the Retirement Benefit Profile effective August 1, 1996, provided to you by Tioxide Group Limited.

2. JOB TITLE AND DUTIES

2.1 You are employed as Senior Vice President, White Pigments, of Venator Materials PLC. You began your employment in this role on June 21, 2017, and you are credited with continuous employment with the Company (including its predecessors) since February 1, 1985.

2.2 Your duties in your role are the global substantive and administrative oversight of the White Pigments Business Unit of Venator Materials PLC.

2.3 Whilst employed by the Company you must:

(a) during your hours of work devote the whole of your time, attention and abilities to the business of the Company and carry out your duties with due care and attention;

(b) not, without the Company’s prior written consent, be in any way directly or indirectly engaged or concerned with any other business (other than managing your personal investments) or employment whether during or outside your hours of work for the Company;

1    WRITTEN TERMS (LONG)

(c) use your best efforts to promote and protect the interests of the Company and observe the utmost good faith towards the Company; and

(d) comply with the Company’s rules, regulations and policies from time to time in force.

3. REMUNERATION

3.1 Your gross base salary is the GBP equivalent of US $460,000.00 (or such higher sum as may be determined by the Compensation Committee from time to time). The salary will be paid after deduction of required or estimated withholding for income taxes, for national insurance and for any benefit plan contributions you elect, and is payable no less frequently than in equal monthly instalments on or around the last day of each month into your nominated bank account.

3.2 Your salary will be reviewed for increase at regular annual intervals.

3.3 For the purposes of the Employment Rights Act 1996, sections 13-27, you agree that the Company may deduct from your remuneration any sums due from you to the Company including, without limitation, your pension contributions (if any) and any overpayments, loans or advances made to you by the Company.

4. ANNUAL BONUS

4.1 Your target bonus for each calendar year is a sum equal to 70% (or such higher percentage as may be determined by the Compensation Committee from time to time) of your annual base salary in effect at the end of that calendar year. The actual amount of bonus to be paid to you for a particular year will be determined by the Company by reference to your performance against individual performance targets and the performance of Venator Materials PLC for that year against objective performance targets set for the executive leadership team of Venator Materials PLC each year, with an opportunity each year to earn up to two (2) times your bonus target upon achievement of the maximum performance targets set for that year. For 2018, the objective performance targets are as described in the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018, as adjusted by the Compensation Committee on November 14, 2018.

4.2 The bonus will be paid to you in cash no later than the end of the month following the month in which the Company’s auditors have completed their audit of the financial statements of the Company. To be eligible to receive a bonus, except as provided in the Severance Plan, you must be in employment with the Company at the time of payment of the bonus.

5. LONG TERM INCENTIVE

5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan.

5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award

Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan.

5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

6. EXPENSES

The Company shall reimburse to you (against receipts or other appropriate evidence as the Company may require) the amount of all out-of-pocket expenses reasonably and properly incurred by you in the proper performance of your duties hereunder in accordance with the Company’s expenses policy in force from time to time.

7. NORMAL HOURS OF WORK

7.1 Your normal hours of work will be Monday to Friday 9am – 5pm. You acknowledge that your duties may require you to work additional hours as required from time to time and that you are not entitled to any additional remuneration for any such additional hours worked. For the purposes of the Working Time Regulations 1998 you agree to opt out of the 48 hour maximum working hours per week.

8. PLACE OF WORK

8.1 Your normal place of work will be Titanium House, Hanzard Drive, Wynyard Park, Stockton- on-Tees, TS22 5FD, UK. The Company may not change your normal place of work to a location other than a location within England without your prior written consent.

9. NOTICE AND SEVERANCE

9.1 The length of prior written notice that you must give the Company in order to terminate your employment is 3 months. The length of prior written notice that the Company must give you in order to terminate your employment is 12 months.

9.2 You continue to participate in the Severance Plan, the terms of which shall continue to apply to your employment, except that, as an additional term, a breach of this Agreement by the Company or its affiliate shall be deemed to be a sufficient cause for a “Termination for Good Reason” under the Severance Plan. For the avoidance of doubt the 30-day remedy provision set out Clause 2.13 of the Severance Plan shall also apply to any breach of this Agreement.

9.3 The Company may, at its absolute discretion, require you not to attend at work and/or not to undertake all or any of your duties hereunder during any period of notice (whether given by the Company or you), provided always that the Company shall continue to pay your salary and contractual benefits. For the avoidance of doubt, there is no obligation on the Company to provide you with any work during any period of notice and you will not be entitled to work on your own account or on account of any other person, firm or company during that period without the Company’s prior written consent.

10. HOLIDAYS AND HOLIDAY PAY

10.1 Each holiday year, you are entitled to 32 working days paid holiday and all customary public holidays recognised by the Company in that particular holiday year.

10.2 The Company’s holiday year runs from 1st January to 31st December and holiday entitlement (other than customary public holidays) will accrue pro rata on a monthly basis through the holiday year.

10.3 If your employment ends part way through the holiday year your holiday entitlement for that year will be assessed on a pro rata basis.

10.4 On termination of your employment you will be entitled to pay in lieu of any holidays which have accrued to you in the holiday year in which the termination takes place but which you have not taken at that time. The Company may require you to take unused holidays during your notice period.

11. HEALTHCARE AND ABSENCE FROM WORK DUE TO SICKNESS OR INJURY

During your employment, the Company will provide you, your spouse and your eligible dependents with private healthcare no less favourable to you than as provided to the Company’s other employees assigned to the same place of work. In the event of your absence from work due to illness or injury, you will be entitled to the benefits and entitlements applicable to the Company’s employees pursuant to the Company’s policy in effect at the time of your illness or injury. In addition, you and your spouse will be entitled to an annual executive medical assessment by BUPA or an equivalent private healthcare provider.

12. PENSION, RETIREMENT AND LIFE INSURANCE BENEFITS

12.1 You are a member of the following pension plans and subject to the rules thereof: (1) the Tioxide Pension Fund (in which you have deferred member status); (2) the U.K. Defined Contribution Scheme (in which you have deferred member status); (3) the AECI Pension Fund in South Africa (in which you have deferred member status); and (4) the Huntsman Global Pension Scheme (the “HGPS”) (in which you have active deferred status). Because you have met the applicable lifetime contribution limit and are therefore not receiving any additional contributions from the Company into your U.K. Defined Contribution Scheme account in which you have deferred member status, the Company will provide you with a monthly cash payment approximately equivalent to the amount you would have been eligible to receive as a contribution to your plan account had you not met the lifetime limit, which is 15% of your base salary.

12.2 Pursuant to the operation of the HGPS, an illustration of how your pension benefit is calculated is described in the document titled “MM Pension Benefit Calculation 2016.”

12.3 Pursuant to Company policy, the Company will provide you with a “top up” payment to the HGPS should you wish to withdraw your funds from this pension scheme, in an amount sufficient to enable the HGPS Trustee to transfer a fully funded (unreduced) account value attributable to your years of service in accordance with the terms of the HGPS.

12.4 Pursuant and subject to the terms of the Venator UK Life Assurance Scheme, the Company will provide you with a Death in Service Benefit of eight times (8x) your annual salary at the time of your death, and an additional seven times (7x) your annual salary at the time of your death if your death is the result of a work-related accident, up to a maximum benefit of £5 million unless a higher amount is approved by the Company’s underwriter.

13. CONFIDENTIALITY

You must not (except in the proper performance of your duties) while employed by the Company or at any time after the date on which your employment with the Company terminates:

(a) divulge or communicate to any person;

(b) use for your own purposes or for any purposes other than those of the Company or, as appropriate, any of its customers; or

(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of;

any Confidential Information relating to the Company or its affiliates. “Confidential Information” includes, without limitation, all of the following: customer and supplier lists and contact information, trading history with customers and suppliers, customer and supplier contracts, customer formulations, industrial and manufacturing processes and technologies, employee salary and benefits information, strategic plans, market assessments, business plans, assessments of competitors, long term strategies, board presentations, as well as any other information that in the ordinary course would be considered material to the success of Venator and would otherwise be held in confidence by the Company, regardless of whether that information is held in paper or electronic form. These restrictions shall cease to apply to any information which shall become available to the public generally other than through the breach by you of the foregoing restrictions. You agree that money damages would not be a sufficient remedy for any breach of this Clause 13 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

14. COVENANT-NOT-TO-COMPETE AND OTHER RESTRICTIONS

14.1 In the course of your employment you will be exposed to Confidential Information and will acquire other proprietary knowledge relating to the Company’ and its affiliates’ current and planned operations. Therefore, you will not during the period of your employment with the Company and for a period of twelve months after the termination of your employment, either directly, or indirectly through any other person, firm or other organisation (any a “Person”):

(a) solicit, entice or induce any Person which at any time during the last year of your employment with the Company (that period referred to as the “Relevant Period”) was a supplier of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) to reduce the level of business between the supplier and the Company or its affiliates and you will not approach any supplier for that purpose or authorise or approve the taking of such actions by any other person;

(b) solicit business which is of the same or similar nature as the business with which you were materially concerned at any time during the Relevant Period or in respect of which you are in possession of Confidential Information as a result of your employment during the Relevant Period (such business referred to as the “Business”) from any Person which at any time during the Relevant Period was a customer of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) and you will not approach any customer for that purpose or authorise or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer” shall include all Persons from whom the

Company or any of its affiliates has received inquiries for the provision of goods or services where such inquiries have not been concluded;

(c) employ or engage or otherwise solicit, entice or induce any person who, during the Relevant Period, was an employee, consultant or contractor of the Company or any of its affiliates who was employed during that period in a senior sales, marketing, financial, managerial, professional or equivalent capacity to become employed or engaged by you or any other Person and you will not approach any such person for such purpose or authorise or approve the taking of such actions by any other Person; and

(d) within the Restricted Area, be employed or engaged in that part of a business which is involved in the business of researching, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products, if the business or person is or seeks to be in competition with the Company. For the purposes of this sub- clause, acts done by you outside the Restricted Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products in the Restricted Area. For the purposes of this sub-clause, “Restricted Area” shall mean any country in the world where, on the date you cease to be employed by the Company, the Company researches, develops, manufactures, supplies, markets, distributes or sells Restricted Products, and “Restricted Products” shall mean (i) Titanium Dioxide pigments and commercial co- products and (ii) Iron Oxide pigments.

14.2 If the Company suspends any of your duties under Clause 9.3 during any period after notice of termination has been given by the Company or you, the aggregate of the period of the suspension and the period after the end of your employment with the Company during which the restrictions in this Clause 14 shall apply shall not exceed 12 months and, if the aggregate of the two periods would exceed 12 months, the period after the end of your employment during which the restrictions shall apply shall be reduced accordingly.

14.3 The restrictions in this Clause 14 are separate and severable restrictions and are considered by the parties to be reasonable in all the circumstances. It is agreed that if any such restrictions by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

14.4 You agree that money damages would not be a sufficient remedy for any breach of the restrictions in this Clause 14 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

15. DATA PROTECTION

15.1 The Company will hold, collect and otherwise process certain personal data as set out in the Company’s privacy notice, which is on the intranet. All personal data will be treated in accordance with applicable data protection laws and regulations.

16. PREVIOUS CONTRACTS

16.1 This Agreement and the Incorporated Documents constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement; provided, however, for the avoidance

of doubt, that this Agreement shall not supersede, extinguish or otherwise affect the Indemnification Deed For Officers And Directors between you and Venator Materials PLC.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17. GOVERNING LAW AND VENUE FOR ANY DISPUTES

17.1 Notwithstanding anything in the Incorporated Documents to the contrary, this Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be construed and interpreted in accordance with and governed by the laws of England, without giving effect to the conflict of law principles thereof, and the Parties hereto submit irrevocably to the exclusive jurisdiction of the English courts for resolution of any dispute arising hereunder.

IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date written above.

EXECUTED as a Deed by VENATOR MATERIALS UK LTD

acting by Simon Turner,

Director     /s/ Simon Turner    

in the presence of:

Witness’s Signature:     /s/ Debbie Riley    

Full Name:     Debbie Riley    

Address:    [address redacted]

EXECUTED as a Deed by

Mahomed A. Maiter     /s/ Mahomed A. Maiter    

in the presence of:

Witness’s Signature:     /s/ Debbie Riley    

Full Name:     Debbie Riley    

Address:    [address redacted]

EX-10.25

Exhibit 10.25

TERMS AND CONDITIONS OF EMPLOYMENT (U.K.)

Employer’s name and address: VENATOR MATERIALS UK LIMITED (the “Company”)

Employee’s name and address: Robert Lynton Portsmouth, [address redacted].

This Agreement gives details of your terms and conditions of employment with the Company, together with other workplace information, as at 10 December 2018.

1. TERMS OF EMPLOYMENT

1.1 The terms set out in this Agreement, together with any documents incorporated into this Agreement by reference as set out in clause 1.2 (each referred to as an “Incorporated Document”), govern your employment relationship with the Company and bind the parties to this Agreement. If there is any conflict between the terms of this Agreement and the terms of an Incorporated Document, the terms of this Agreement will prevail.

1.2 Except as stated otherwise in this Agreement, the terms of each of the following documents are incorporated by reference into this Agreement and are made a part hereof:

(a) the Venator Materials PLC Amended and Restated Executive Severance Plan adopted on November 14, 2017 (the “Severance Plan”);

(b) the Venator Materials PLC 2017 Stock Incentive Plan adopted August 1, 2017, and all Award Agreements thereunder (together, the “Stock Incentive Plan”);

(c) the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018;

(d) the Venator Materials PLC Incentive Repayment Policy (or “Clawback”) adopted February 13, 2018, as may be amended from time to time; and

(e) the Venator UK Management Car Scheme, as may be amended from time to time.

2. JOB TITLE AND DUTIES

2.1 You are employed as Vice President, Innovation and Technology of Venator Materials PLC. You began your employment in this role on May 01, 2017, and you are credited with continuous employment with the Company (including its predecessors) since November 01, 1994.

2.2 Your duties in your role are the global substantive and administrative oversight of the Innovation function of Venator Materials PLC and its subsidiaries.

2.3 Whilst employed by the Company you must:

(a) during your hours of work devote the whole of your time, attention and abilities to the business of the Company and carry out your duties with due care and attention;

(b) not, without the Company’s prior written consent, be in any way directly or indirectly engaged or concerned with any other business (other than managing your personal investments) or employment whether during or outside your hours of work for the Company;

(c) use your best efforts to promote and protect the interests of the Company and observe the utmost good faith towards the Company; and

1    WRITTEN TERMS (LONG)

(d) comply with the Company’s rules, regulations and policies from time to time in force.

3. REMUNERATION

3.1 Your gross base salary is the GBP equivalent of US $250,000.00 (or such higher sum as may be determined by the Compensation Committee from time to time). The salary will be paid after deduction of required or estimated withholding for income taxes, for national insurance and for any benefit plan contributions you elect, and is payable no less frequently than in equal monthly instalments on or around the last day of each month into your nominated bank account.

3.2 Your salary will be reviewed for increase at regular annual intervals.

3.3 For the purposes of the Employment Rights Act 1996, sections 13-27, you agree that the Company may deduct from your remuneration any sums due from you to the Company including, without limitation, your pension contributions (if any) and any overpayments, loans or advances made to you by the Company.

4. ANNUAL BONUS

4.1 Your target bonus for each calendar year is a sum equal to 40% (or such higher percentage as may be determined by the Compensation Committee from time to time) of your annual base salary in effect at the end of that calendar year. The actual amount of bonus to be paid to you for a particular year will be determined by the Company by reference to your performance against individual performance targets and the performance of Venator Materials PLC for that year against objective performance targets set for the executive leadership team of Venator Materials PLC each year, with an opportunity each year to earn up to two (2) times your bonus target upon achievement of the maximum performance targets set for that year. For 2018, the objective performance targets are as described in the Venator Materials PLC 2018 Short Term Incentive Plan adopted April 23, 2018, as adjusted by the Compensation Committee on November 14, 2018.

4.2 The bonus will be paid to you in cash no later than the end of the month following the month in which the Company’s auditors have completed their audit of the financial statements of the Company. To be eligible to receive a bonus, except as provided in the Severance Plan, you must be in employment with the Company at the time of payment of the bonus.

5. LONG TERM INCENTIVE

5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan.

5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan.

5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

6. EXPENSES

The Company shall reimburse to you (against receipts or other appropriate evidence as the Company may require) the amount of all out-of-pocket expenses reasonably and properly incurred by you in the proper performance of your duties hereunder in accordance with the Company’s expenses policy in force from time to time.

7. NORMAL HOURS OF WORK

7.1 Your normal hours of work will be Monday to Friday 9am – 5pm. You acknowledge that your duties may require you to work additional hours as required from time to time and that you are not entitled to any additional remuneration for any such additional hours worked. For the purposes of the Working Time Regulations 1998 you agree to opt out of the 48 hour maximum working hours per week.

8. PLACE OF WORK

8.1 Your normal place of work will be Titanium House, Hanzard Drive, Wynyard Park, Stockton- on-Tees, TS22 5FD, UK. The Company may not change your normal place of work to a location other than a location within England without your prior written consent.

9. NOTICE AND SEVERANCE

9.1 The length of prior written notice that you must give the Company in order to terminate your employment is 3 months. The length of prior written notice that the Company must give you in order to terminate your employment is 3 months.

9.2 You continue to participate in the Severance Plan, the terms of which shall continue to apply to your employment, except that, as an additional term, a breach of this Agreement by the Company or its affiliate shall be deemed to be a sufficient cause for a “Termination for Good Reason” under the Severance Plan. For the avoidance of doubt the 30-day remedy provision set out Clause 2.13 of the Severance Plan shall also apply to any breach of this Agreement.

9.3 The Company may, at its absolute discretion, require you not to attend at work and/or not to undertake all or any of your duties hereunder during any period of notice (whether given by the Company or you), provided always that the Company shall continue to pay your salary and contractual benefits. For the avoidance of doubt, there is no obligation on the Company to provide you with any work during any period of notice and you will not be entitled to work on your own account or on account of any other person, firm or company during that period without the Company’s prior written consent.

10. HOLIDAYS AND HOLIDAY PAY

10.1 Each holiday year, you are entitled to 32 working days paid holiday and all customary public holidays recognised by the Company in that particular holiday year.

10.2 The Company’s holiday year runs from 1st January to 31st December and holiday entitlement (other than customary public holidays) will accrue pro rata on a monthly basis through the holiday year.

10.3 If your employment ends part way through the holiday year your holiday entitlement for that year will be assessed on a pro rata basis.

10.4 On termination of your employment you will be entitled to pay in lieu of any holidays which have accrued to you in the holiday year in which the termination takes place but which you have not taken at that time. The Company may require you to take unused holidays during your notice period.

11. HEALTHCARE AND ABSENCE FROM WORK DUE TO SICKNESS OR INJURY

During your employment, the Company will provide you, your spouse and your eligible dependents with private healthcare no less favourable to you than as provided to the Company’s other employees assigned to the same place of work. In the event of your absence from work due to illness or injury, you will be entitled to the benefits and entitlements applicable to the Company’s employees pursuant to the Company’s policy in effect at the time of your illness or injury. In addition, you and your spouse will be entitled to an annual executive medical assessment by BUPA or an equivalent private healthcare provider.

12. PENSION, RETIREMENT AND LIFE INSURANCE BENEFITS

12.1 You are a member of the following pension plans and subject to the rules thereof: (1) the Tioxide Pension Fund (in which you have deferred member status); (2) the U.K. Defined Contribution Scheme (in which you have active deferred status); (3) the AECI Pension Fund in South Africa (in which you have deferred member status); and (4) the Huntsman Global Pension Scheme (the “HGPS”) (in which you have active deferred status).

12.2 Pursuant to Company policy, the Company will provide you with a “top up” payment to the HGPS should you wish to withdraw your funds from this pension scheme, in an amount sufficient to enable the HGPS Trustee to transfer a fully funded (unreduced) account value attributable to your years of service in accordance with the terms of the HGPS.

12.3 Pursuant and subject to the terms of the Venator UK Life Assurance Scheme, the Company will provide you with a Death in Service Benefit of eight times (8x) your annual salary at the time of your death, and an additional seven times (7x) your annual salary at the time of your death if your death is the result of a work-related accident, up to a maximum benefit of £5 million unless a higher amount is approved by the Company’s underwriter.

13. CONFIDENTIALITY

You must not (except in the proper performance of your duties) while employed by the Company or at any time after the date on which your employment with the Company terminates:

(a) divulge or communicate to any person;

(b) use for your own purposes or for any purposes other than those of the Company or, as appropriate, any of its customers; or

(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of;

any Confidential Information relating to the Company or its affiliates. “Confidential Information” includes, without limitation, all of the following: customer and supplier lists and contact information, trading history with customers and suppliers, customer and supplier

contracts, customer formulations, industrial and manufacturing processes and technologies, employee salary and benefits information, strategic plans, market assessments, business plans, assessments of competitors, long term strategies, board presentations, as well as any other information that in the ordinary course would be considered material to the success of Venator and would otherwise be held in confidence by the Company, regardless of whether that information is held in paper or electronic form. These restrictions shall cease to apply to any information which shall become available to the public generally other than through the breach by you of the foregoing restrictions. You agree that money damages would not be a sufficient remedy for any breach of this Clause 13 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

14. COVENANT-NOT-TO-COMPETE AND OTHER RESTRICTIONS

14.1 In the course of your employment you will be exposed to Confidential Information and will acquire other proprietary knowledge relating to the Company’ and its affiliates’ current and planned operations. Therefore, you will not during the period of your employment with the Company and for a period of twelve months after the termination of your employment, either directly, or indirectly through any other person, firm or other organisation (any a “Person”):

(a) solicit, entice or induce any Person which at any time during the last year of your employment with the Company (that period referred to as the “Relevant Period”) was a supplier of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) to reduce the level of business between the supplier and the Company or its affiliates and you will not approach any supplier for that purpose or authorise or approve the taking of such actions by any other person;

(b) solicit business which is of the same or similar nature as the business with which you were materially concerned at any time during the Relevant Period or in respect of which you are in possession of Confidential Information as a result of your employment during the Relevant Period (such business referred to as the “Business”) from any Person which at any time during the Relevant Period was a customer of the Company or any of its affiliates (and with whom you or one of your direct reports was actively involved during that time or in respect of which you are in possession of material Confidential Information) and you will not approach any customer for that purpose or authorise or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer” shall include all Persons from whom the Company or any of its affiliates has received inquiries for the provision of goods or services where such inquiries have not been concluded;

(c) employ or engage or otherwise solicit, entice or induce any person who, during the Relevant Period, was an employee, consultant or contractor of the Company or any of its affiliates who was employed during that period in a senior sales, marketing, financial, managerial, professional or equivalent capacity to become employed or engaged by you or any other Person and you will not approach any such person for such purpose or authorise or approve the taking of such actions by any other Person; and

(d) within the Restricted Area, be employed or engaged in that part of a business which is involved in the business of researching, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products, if the business or person is or seeks to be in competition with the Company. For the purposes of this sub- clause, acts done by you outside the Restricted Area shall nonetheless be deemed to be

done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products in the Restricted Area. For the purposes of this sub-clause, “Restricted Area” shall mean any country in the world where, on the date you cease to be employed by the Company, the Company researches, develops, manufactures, supplies, markets, distributes or sells Restricted Products, and “Restricted Products” shall mean (i) Titanium Dioxide pigments and commercial co- products and (ii) Iron Oxide pigments.

14.2 If the Company suspends any of your duties under Clause 9.3 during any period after notice of termination has been given by the Company or you, the aggregate of the period of the suspension and the period after the end of your employment with the Company during which the restrictions in this Clause 14 shall apply shall not exceed 12 months and, if the aggregate of the two periods would exceed 12 months, the period after the end of your employment during which the restrictions shall apply shall be reduced accordingly.

14.3 The restrictions in this Clause 14 are separate and severable restrictions and are considered by the parties to be reasonable in all the circumstances. It is agreed that if any such restrictions by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be adjudged reasonable if part or parts of the wording were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

14.4 You agree that money damages would not be a sufficient remedy for any breach of the restrictions in this Clause 14 and that the Company shall be entitled to seek equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for any such breach, but shall be in addition to all other remedies available at law or in equity.

15. DATA PROTECTION

15.1 The Company will hold, collect and otherwise process certain personal data as set out in the Company’s privacy notice, which is on the intranet. All personal data will be treated in accordance with applicable data protection laws and regulations.

16. PREVIOUS CONTRACTS

16.1 This Agreement and the Incorporated Documents constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement; provided, however, for the avoidance of doubt, that this Agreement shall not supersede, extinguish or otherwise affect the Indemnification Deed For Officers And Directors between you and Venator Materials PLC.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17. GOVERNING LAW AND VENUE FOR ANY DISPUTES

17.1 Notwithstanding anything in the Incorporated Documents to the contrary, this Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be construed and interpreted in accordance with and governed by the laws of England, without giving effect to the conflict of law principles thereof, and the Parties hereto submit irrevocably to the exclusive jurisdiction of the English courts for resolution of any dispute arising hereunder.

IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date written above.

EXECUTED as a Deed by VENATOR MATERIALS UK LTD

acting by Simon Turner,

Director    /s/ Simon Turner    

in the presence of:

Witness’s Signature:    /s/ D. Riley     

Full Name:    Deborah Riley    

Address:    [address redacted]

EXECUTED as a Deed by

Robert L. Portsmouth    /s/ Robert L. Portsmouth    

in the presence of:

Witness’s Signature:    /s/ Deborah Riley    _

Full Name:    Deborah Riley    

Address:    [address redacted]

EX-10.26

Exhibit 10.26

VENATOR MATERIALS 2017 STOCK INCENTIVE PLAN

PERFORMANCE UNIT AGREEMENT

(Employee Form)

Grantee:

Date of Grant:

Target Number of Performance Units:     Maximum Number of Performance Units:     Performance Unit Grant Number:    

This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”) and you;

WHEREAS, the Company in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company agrees to grant you this Performance Unit award;

WHEREAS, the Company adopted the Venator Materials 2017 Stock Incentive Plan, as it may be amended from time to time (the “Plan”) under which the Company is authorized to grant Performance Awards in the form of performance units (the “Performance Units”) to eligible service providers of the Company;

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this Performance Unit Agreement (the “Agreement”) as if fully set forth herein; and

WHEREAS, you desire to accept the award of Performance Units made pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties hereto agree as follows:

1.The Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Date of Grant, an award consisting of an aggregate number of Performance Units as determined in accordance with Annex Aattached hereto and based upon the Target Number of Performance Units provided above whereby each Performance Unit, to the extent vested, represents the right to receive one Ordinary Share or the Fair Market Value of one Ordinary Share, as determined in accordance with Section 5, plus the additional rights to Dividend Equivalents set forth in Section 3, in accordance with all of the terms and conditions set forth herein and in the Plan (the “Award”). You acknowledge receipt of a copy of the Plan, and agree that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. To the extent that any provision of this Agreement conflicts with the expressly applicable terms of the Plan, you acknowledge and agree that those terms of the Plan shall control and, if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan. Terms that have their initial letter capitalized, but that are not otherwise defined in this Agreement shall have the meanings given to them in the Plan.

2.No Shareholder Rights. The Performance Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of a Share prior to the date Shares are issued to you in settlement of the Award, if at all. Your rights with respect to the Performance Units shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Performance Units lapse in accordance with Section 6 or 7.

3.Dividend Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding Shares and, on the record date for such dividend, you hold Performance Units granted pursuant to this Agreement that have not been settled, the Company shall credit to an account maintained by the Company for your benefit

an amount equal to the cash dividends you would have received if you were the holder of record, as of such record date, of the number of Shares related to the portion of the Performance Units that have not been settled or forfeited as of such record date (the “Dividend Equivalent” or “DER”). Such account is intended to constitute an “unfunded” account, and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Amounts credited to such account with respect to Performance Units that vest in accordance with Section 6 or 7 will become vested DERs and will be paid to you in cash as soon as administratively practicable following the vesting date but no later than the last day of the calendar year that includes the vesting date specified in Section 6 or 7. You shall not be entitled to receive any interest with respect to the timing of payment of DERs. In the event all or any portion of the Performance Units granted hereby fail to become vested under Section 6 or 7, the unvested DERs accumulated in your account with respect to such Performance Units shall be forfeited.

4.Restrictions; Forfeiture. The Performance Units are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 6 or 7 of this Agreement and Shares or cash are distributed to you as described in Section 5 of this Agreement. The Performance Units are also restricted in the sense that they may be forfeited (the “Forfeiture Restrictions”).

5.Settlement of Award. On or as soon as administratively feasible, but not later than 30 days, following the Vesting Date (defined below) of the Performance Units, the Company, in its sole discretion, shall either: (a) cause Shares to be issued in your name without legend restrictions (except for any legend required pursuant to applicable securities laws or any other agreement to which you are a party); (b) cause to be paid to you an amount of cash equal to the Fair Market Value of the Shares (on the vesting date) that would otherwise be issued to you; or (c) cause to be paid and issued to you a combination of cash and Shares which in combination equal the Fair Market Value of the Shares (on the vesting date) that would otherwise be issued to you. The value of any fractional Performance Units shall be rounded down at the time Ordinary Shares, if any, are issued to you in connection with the Performance Units. No fractional Ordinary Shares, nor the cash value of any fractional Ordinary Shares, will be issuable or payable to you pursuant to this Agreement. The value of such Ordinary Shares shall not bear any interest owing to the passage of time. This Section 5 shall be subject to any requirements or delays imposed by Section 9 or 10 below. In the event that the Company causes Shares to be issued under this Section 5 on the vesting of the Restricted Stock Units, such Shares shall be issued directly to Cede & Co. (“Cede”), as nominee for The Depository Trust Company (“DTC”). Following such issuance Cede, as nominee for DTC, shall hold such Shares on its customary terms and will credit book entry interests in such Shares to your DTC participant account or to the DTC participant account of another person who will hold such Shares for your benefit. In the event that the Company determines to settle all or a portion of the Award in the form of Shares, by accepting this Award you undertake to pay to the Company the aggregate par value of the Shares, rounded up to the nearest $0.01, to be issued to you pursuant to this Section 5 (the “Par Value Payment”). At the Company’s discretion, the Par Value Payment shall be paid to the Company pursuant to a payroll deduction of the applicable amount that shall be completed no later than the first payroll that is run following the vesting of each applicable Restricted Stock Unit, or pursuant to a cash payment or payment by check, as determined by the Company in its sole discretion, made by you to the Company no later than ten (10) days following the vesting of each applicable Restricted Stock Unit..

6. Expiration of Restrictions and Risk of Forfeiture.

(a)Vesting Requirements. Subject to the terms and conditions of this Agreement and the Plan, the Forfeiture Restrictions on the Performance Units will lapse and the Performance Units will vest, if at all, in accordance with and at the conclusion of the performance period set forth in Appendix Aattached hereto (the “Vesting Date”). Except to the extent provided in Sections 5 or 10 of this Agreement, settlement of your vested Performance Units shall occur as set forth in Section 5, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries from the Date of Grant through the Vesting Date. For purposes of this Agreement, “employed by or providing services to the Company or any of its Subsidiaries,” “service relationship with the Company or any of its Subsidiaries” and similar phrases shall include being an employee or a director of, or a consultant to, the Company or a Subsidiary.

(b)Adjustments to Performance Units Following Performance Period. Immediately following the Committee’s certification of the satisfaction of the applicable performance goals set forth in Appendix Aattached hereto, and the applicable level of achievement attained in connection therewith, the number of Performance Units as determined in accordance with Appendix A(and the corresponding underlying number of Ordinary Shares) shall be

determined based upon the achievement of the applicable performance goals, taking into account the Target Number and the Maximum Number of Performance Units provided above.

7. Termination of Services or Change of Control.

(a)Termination Generally. Subject to subsection (b) or (c), if your service relationship with the Company or any of its Subsidiaries is terminated for any reason, then those Performance Units for which the restrictions have not lapsed as of the date of termination shall become null and void and those Performance Units shall be forfeited. The Performance Units for which the restrictions have lapsed as of the date of such termination, including Performance Units for which the restrictions lapsed in connection with such termination, shall not be forfeited and shall be settled as set forth in Section 5. For purposes of this Agreement, you shall not be deemed to have a termination of employment unless such a termination also meets the requirements of a “separation from service” as defined within the Nonqualified Deferred Compensation Rules.

(b)Change of Control. Upon the occurrence of a Change of Control, the provisions of Section 6(j)(ix) of the Plan will apply.

(c)Effect of Other Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 7 and any employment agreement, change in control or severance arrangement entered into by and between you and the Company or its Subsidiaries, the terms of such an agreement shall control.

8.Leave of Absence.With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Performance Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

9. Tax Related Items.

(a)Responsibility for Taxes. You acknowledge that, regardless of any action taken by the Company or any Subsidiaries, the ultimate liability for all income taxes, social security taxes, national insurance contributions, payroll taxes, fringe benefits taxes, or any similar taxes to the foregoing in any jurisdiction, payment on account or any other tax-related items including any interest or penalties thereon related to your participation in the Plan including, for the avoidance of doubt, in connection with the issue, acquisition, holding or sale of any Shares acquired by you in connection with the Plan (“Tax-Related Items”) for which you may be held liable under applicable law, is and remains your responsibility and may exceed the amount in respect thereof actually withheld by the Company or any Subsidiary. You further acknowledge that the Company (i) makes no representations or undertakings regarding any Tax- Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of this Award (or any part of this Award), the subsequent sale of Shares attributable to this Award, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate your responsibility for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Tax Indemnity. You shall indemnify the Company and the Subsidiaries in respect of any Tax-Related Items for which the Company and/or any Subsidiary is or may be liable to account (or reasonably believes it is or may be liable to account).

(c)Tax Withholding. The Company shall not settle any Award as set forth in Section 5, unless you have agreed in writing to pay any amounts under Section 9(a) or to make adequate arrangements satisfactory to the Company to satisfy all such Tax-Related Items (which, for the avoidance of doubt, shall include any employer’s (secondary) Class 1 national insurance contributions which may be recovered by the Company or a relevant Subsidiary from you under UK law). In this regard, if you do not pay the amount owed to the Company or the relevant Subsidiaries under Section 9(a) within the time period notified to you by the Company, you authorize the Company and the Subsidiaries or an agent

of the Company and/or the Subsidiaries, as applicable, to satisfy your obligations with regard to all Tax-Related Items by one or a combination of the following:

(i)    The Company may withhold a portion of the Shares otherwise issuable in settlement of this Award (or, in the case of Awards settled in cash, a portion of the cash proceeds) that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (as determined by the Company in good faith and in its sole discretion) with respect to this Award. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the vesting of this Award and the issuance of Shares or cash thereunder.

(ii)    The Company may withhold a portion of the sales proceeds from the sale of Shares acquired pursuant to this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent).

(iii)    The Company or the relevant Subsidiary may withhold any amounts necessary to pay the Tax-Related Items from your salary or other amounts payable to you to the extent permissible under applicable law.

(iv)    The Company or the relevant Subsidiary may require you to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to this Award.

(v)    The Company or the relevant Subsidiary may satisfy the Tax- Related Items by such other methods or combinations of methods as the Company may make available from time to time.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable withholding rates (as determined by the Company in good faith and its sole discretion), including maximum applicable tax rates. If the obligation for Tax- Related Items is satisfied by withholding from the Shares to be delivered upon settlement of this Award, for tax purposes, you are deemed to have been issued the full number of Shares notwithstanding that a number of Shares are held back for the purpose of paying Tax-Related Items. In the event the withholding requirements are not satisfied, no Shares or cash will be issued to you (or your estate) in settlement of this Award unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by you with respect to the payment of any such Tax-Related Items. By accepting the grant of this Award, you expressly consent to the methods of withholding of Tax-Related Items as provided hereunder. All other Tax-Related Items related to this Award and any Shares or cash delivered in settlement thereof are your sole responsibility.

(d)Tax Withholding for Section 16 Officers. If you are a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, the Company will withhold Shares upon the settlement of the Award to cover any withholding obligations for Tax-Related Items unless the use of such withholding method is prohibited or problematic under applicable laws or otherwise may trigger adverse consequences to the Company, in which case the obligation to withhold Tax-Related Items shall be satisfied by you submitting a payment in cash or such other form as the Company deems appropriate to the Company equal to the amount of the Tax-Related Items required to be withheld.

(e)Tax Elections.If requested by the Company you shall, on or before the date of the receipt of any Shares related to this Award (or within any other period specified by the Company), enter into a joint election with the Company (or any relevant Subsidiary that is your employer) under section 431 of the Income Tax (Earnings and Pensions) Act 2003.

10.Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF SHARES UPON THE VESTING OF PERFORMANCE UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR

UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of employment, if different), you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

11.Legends. The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Section 10 of this Agreement on all certificates representing shares issued with respect to this Award.

12.Right of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

13.Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14.Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

15.No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Performance Units granted hereunder.

16.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of Shares or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17.No Guarantee of Interests. The Board and the Company do not guarantee the Shares of the Company from loss or depreciation.

18.Company Records. Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

19.Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

20.Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

21.Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings

required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

22.Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

23.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

24.Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

25.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

26.Section 409A. With respect to any Award granted under this Agreement that is subject to the Nonqualified Deferred Compensation Rules, and notwithstanding any provisions of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Nonqualified Deferred Compensation Rules, or an exemption therefrom, and shall be interpreted, construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from the Nonqualified Deferred Compensation Rules (due to qualifying as a short-term deferral or otherwise) shall be excluded from the Nonqualified Deferred Compensation Rules to the maximum extent possible. No payment shall be made under this Agreement if such payment would give rise to taxation under the Nonqualified Deferred Compensation Rules to any person, and any amount payable under such provisions shall be paid on the earliest date permitted with respect to such provision by Nonqualified Deferred Compensation Rules and not before such date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, the Nonqualified Deferred Compensation Rules and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified Deferred Compensation Rules.

27.Data Protection. The Company and the Committee shall process your Personal Data in accordance with the provisions of Annex Battached to this Agreement.

28.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

29.Compliance with Law. You agree to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal, regulatory and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

30.Amendment. This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any foreign, federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (a) other than in the circumstances described in clause (b) or provided in the Plan, with your consent.

31.The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and you have set your hand as to the date and year first above written.

VENATOR MATERIALS PLC

Name: [NAME]

Title: [TITLE]

[GRANTEE NAME]

Annex APERFORMANCE GOAL

[insert performance goal with vesting and payout criteria]

Annex BData Protection

1. The Company and the Committee may process certain Personal Data (whether provided in any documents that you may complete in order to participate in the Plan or sourced from your employment with your employer), in connection with the Plan and an Award For the purpose of this Annex B, references to the “Company” shall include your employer. This Annex B sets out:

(a) the Personal Data that the Company and the Committee will hold; and

(b) the purposes for which the Company and the Committee will hold and use that Personal Data.

2. A Participant shall be required to disclose Personal Data in order to receive an Award. Disclosure may occur pursuant to an Award Agreement or in connection with the administrative processes used by the Company in order to populate the Award Agreement and administer the Award. If a Participant does not disclose the Personal Data which is required by the Company or the Committee in order to comply with the Plan, the Company and the Committee may not be able to grant an Award to the Participant.

3. The Company and the Committee may collect, use and process your Personal Data in order to administer or otherwise give effect to the Plan including for the following purposes:

(a) to correspond with you and discuss the Plan with you;

(b) to carry out your obligations arising from any contracts entered into between you, the Committee and/or the Company;

(c) holding, administering and maintaining your records, including, but not limited to, details of your Awards;

(d) to support and assist any third parties with whom the Committee or the Company may share your Personal Data to manage and administer the Plan;

(e) to manage and administer the relationship between you and the Committee and the Company;

(f) to comply with legal obligations of the Company and the Committee and to comply with instructions the Company and the Committee may receive from any regulatory bodies and tax authorities;

(g) to provide information to the Company, the Committee, trustees of any employee benefit trust, registrars, brokers or any administrators of the Plan; and

(h) to provide information to bona fide prospective purchasers or merger partners of the Company (including advisers to such prospective purchasers or merger partners), or the business in which you work.

4. The Company and the Committee may, in order to administer or otherwise give effect to the Plan, from time to time share your Personal Data with:

(a) any Company Affiliate or any Subsidiary of the Company that does not employ you;

(b) advisers, brokers or registrars engaged by the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company that does not employ you; and/or

(c) any third parties that provide services to the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company that does not employ you.

5. The Company and the Committee will process your Personal Data in order to:

B-1

(a) pursue their legitimate interests of administering, or otherwise giving effect to, the Plan; and/or

(b) fulfill their respective obligations as necessary for the performance of a contract with you (or another Person), or in preparation of entering into a contract with you (or another Person).

6. The Committee will not retain any of your Personal Data relating to the Plan. Any of your Personal Data relating to the Plan will be stored by the Company until termination of the Plan.

7. Where the Company and/or the Committee share your Personal Data with, or transfer it to, any person and that person is located outside the European Economic Area, the Company and/or the Committee will ensure that there are in place adequate safeguards for such information, including, entering into model contract clauses which have been approved by the European Commission. Copies of such agreements can be obtained by request from Nina Nandelstaedt at the Company.

8. The privacy compliance manager for the Company (and contact details) are: [redacted]).

9. You have a number of rights in respect of the use by the Company and the Committee of your Personal Data. These include:

(a) the right to object to direct marketing;

(b) the right (subject to certain exclusions) to receive a copy of Personal Data held by the Committee and the Company; and

(c) from 25 May 2018, the following rights:

(i) the right to be forgotten;

(ii) the right to restrict the use of your Personal Data by the Company and the Committee;

(iii) the right to object to the way your Personal Data is used; and

(iv) the right to object to profiling and automated decision making.

10. If you would like any further information about your rights or how to exercise them, you should contact Nina Nandelstaedt.

11. If you are unhappy about the use of your Personal Data by the Company or the Committee, you may make a complaint to the Information Commissioner. Further information can be found at https://ico.org.uk.

B-2

EX-21.1

Exhibit 21.1 

SUBSIDIARIES OF VENATOR MATERIALS PLC

Subsidiary	Jurisdiction
Venator Australia Pty Ltd	Australia
Venator Pigments Pty Ltd	Australia
Venator Belgium BVBA	Belgium
Venator Representação Comercial Brasil Ltda.	Brazil
Venator Group Canada Inc.	Canada
Venator Investments Ltd	Cayman Islands
Changshu Rockwood Pigments Co., Ltd.	China
Venator Pigments Taicang Company Ltd	China
Venator Shanghai Company Limited	China
Venator Far East Limited	Hong Kong, China
Venator Pigments Hong Kong Limited	Hong Kong, China
Venator P&A Finland Oy	Finland
Venator Chemicals France SAS	France
Venator France SAS	France
Venator International France SAS	France
Venator Pigments SAS	France
Silo Pigmente GmbH	Germany
Venator Germany GmbH	Germany
Venator Holdings Germany GmbH	Germany
Venator Pigments GmbH & Co. KG	Germany
Venator Pigments Holding GmbH	Germany
Venator Uerdingen GmbH	Germany
Venator Wasserchemie GmbH	Germany
Venator Wasserchemie Holding GmbH	Germany
Nuodex Italiana S.r.l	Italy
Venator Italy S.r.l.	Italy
Venator Pigments S.p.A.	Italy
Venator Finance S.à r.l.	Luxembourg
Pacific Iron Products Sdn Bhd	Malaysia
Venator Asia Sdn. Bhd.	Malaysia
Venator Africa Pty Limited	South Africa
Venator South Africa Proprietary Limited	South Africa
Mineral Feed, S.L.	Spain
Oligo S.A.	Spain
Venator P&A Spain S.L.U.	Spain
Venator Pigments España S.A.U.	Spain
Creambay Limited	U.K.
Excalibur Realty UK Limited	U.K.
Inorganic Pigments Limited	U.K.
Venator Group	U.K.
Venator Group Services Limited	U.K.
Venator Holdings UK Limited	U.K.
Venator International Holdings UK Limited	U.K.
Venator Investments UK Limited	U.K.
Venator Materials International UK Limited	U.K.
Venator Materials UK Limited	U.K.
Venator P&A Holdings UK Limited	U.K.
Venator Pigments UK Limited	U.K.
Venator Nominees UK Limited	U.K.
Venator Chemicals LLC	USA—North Carolina
Louisiana Pigment Company, L.P.	USA—Delaware
Venator Americas Holdings LLC	USA—Delaware
Venator Americas LLC	USA—Delaware
Venator Materials LLC	USA—Delaware
Viance, LLC	USA—Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-219982 on Form S-8 and Registration Statement No. 333-227229 on Form S-3 of our reports dated February 20, 2019, relating to the financial statements and financial statement schedule of Venator Materials PLC and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Venator Materials PLC for the year ended December 31, 2018.

/s/ Deloitte LLP

Leeds, United Kingdom

February 20, 2019

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-227229 on Form S-3 and Registration Statement No. 333-219982 on Form S-8 of our report dated February 23, 2018, relating to the 2017 and 2016 consolidated and combined financial statements and financial statement schedule of Venator Materials PLC  and subsidiaries (the "Company") (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the allocations of direct and indirect corporate expenses from Huntsman Corporation prior to separation as described in Note 1) appearing in this Annual Report on Form 10-K of Venator Materials PLC for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 20, 2019

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 annual report on Form 10‑K 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: February 20, 2019

/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 D. Ogden, certify that:

1.            I have reviewed this annual report on Form 10‑K 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: February 20, 2019

/s/ Kurt D. Ogden

Kurt D. 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 Annual Report on Form 10‑K of Venator Materials PLC (the “Company”) for the period ended December 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

February 20, 2019

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 Annual Report on Form 10‑K of Venator Materials PLC (the “Company”) for the period ended December 31 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kurt D. 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 D. Ogden

Kurt D. Ogden

Chief Financial Officer

February 20, 2019

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Feb. 12, 2019	Jun. 30, 2018
Document and Entity Information
Entity Registrant Name	Venator Materials PLC
Entity Central Index Key	0001705682
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 811,784,378
Entity Common Stock, Shares Outstanding		106,521,304
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

XML

CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Millions		Dec. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	[1]	$ 165	$ 238
Accounts receivable (net of allowance for doubtful accounts of $5, each)	[1]	351	380
Accounts receivable from affiliates		0	12
Inventories	[1]	538	454
Prepaid expenses		20	19
Other current assets		51	66
Total current assets		1,125	1,169
Property, plant and equipment, net	[1]	994	1,367
Intangible assets, net	[1]	16	20
Investment in unconsolidated affiliates		83	86
Deferred income taxes		178	167
Other noncurrent assets		89	38
Total assets		2,485	2,847
Current liabilities:
Accounts payable	[1]	382	385
Accounts payable to affiliates		18	16
Accrued liabilities	[1]	135	244
Current portion of debt	[1]	8	14
Total current liabilities		543	659
Long-term debt		740	743
Other noncurrent liabilities		313	306
Noncurrent payable to affiliates		34	34
Total liabilities		1,630	1,742
Commitments and contingencies (Notes 22 and 23)
Equity
Ordinary shares $0.001 par value, 200 shares authorized, 106 each issued and 106 each outstanding, respectively		0	0
Additional paid-in capital		1,316	1,311
Retained (deficit) earnings		(96)	67
Accumulated other comprehensive loss		(373)	(283)
Total Venator		847	1,095
Noncontrolling interest in subsidiaries		8	10
Total equity		855	1,105
Total liabilities and equity		$ 2,485	$ 2,847

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions		Dec. 31, 2018	Dec. 31, 2017
Accounts receivable, allowance for doubtful accounts		$ 5	$ 5
Ordinary shares, par value (USD per share)		$ 0.001	$ 0.001
Ordinary shares, authorized (shares)		200,000,000	200,000,000
Ordinary shares, issued (shares)		106,000,000	106,000,000
Ordinary shares, outstanding (shares)		106,000,000	106,000,000
Variable Interest Entity
Cash and cash equivalents	[1]	$ 165	$ 238
Accounts receivable, net	[1]	351	380
Inventories	[1]	538	454
Property, plant and equipment, net	[1]	994	1,367
Intangible assets, net	[1]	16	20
Accounts payable	[1]	382	385
Accrued liabilities	[1]	135	244
Current portion of debt	[1]	8	14
Consolidated VIE's
Variable Interest Entity
Cash and cash equivalents		5	5
Accounts receivable, net		5	7
Inventories		1	2
Property, plant and equipment, net		5	5
Intangible assets, net		14	17
Accounts payable		1	1
Accrued liabilities		4	4
Current portion of debt		$ 2	$ 2

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Trade sales, services and fees, net	$ 2,265	$ 2,209	$ 2,139
Cost of goods sold	1,550	1,744	1,989
Operating expenses:
Selling, general and administrative (includes corporate allocations from Huntsman of nil, $62 and $104, respectively)	212	216	221
Restructuring, impairment and plant closing and transition costs	628	52	35
Other operating expense (income), net	6	10	(45)
Total operating expenses	846	278	211
Operating (loss) income	(131)	187	(61)
Interest expense	(53)	(100)	(59)
Interest income	13	60	15
Other income (expense), net	6	39	(3)
(Loss) income from continuing operations before income taxes	(165)	186	(108)
Income tax benefit (expense)	8	(50)	23
(Loss) income from continuing operations	(157)	136	(85)
Income from discontinued operations, net of tax	0	8	8
Net (loss) income	(157)	144	(77)
Net income attributable to noncontrolling interests	(6)	(10)	(10)
Net (loss) income attributable to Venator	$ (163)	$ 134	$ (87)
Basic (losses) earnings per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)	$ (1.53)	$ 1.19	$ (0.89)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders (USD per share)	0.00	0.07	0.07
Net income (loss) attributable to Venator Materials PLC ordinary shareholders (USD per share)	(1.53)	1.26	(0.82)
Diluted (losses) earnings per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)	(1.53)	1.18	(0.89)
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders (USD per share)	0.00	0.08	0.07
Net income (loss) attributable to Venator Materials PLC ordinary shareholders (USD per share)	$ (1.53)	$ 1.26	$ (0.82)

XML

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Huntsman | Corporate allocations
Selling, general and administrative expenses	$ 0	$ 62	$ 104

XML

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (157)	$ 144	$ (77)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(90)	106	32
Pension and other postretirement benefits adjustments	(11)	39	(54)
Hedging instruments	11	(5)	0
Other comprehensive (loss) income, net of tax	(90)	140	(22)
Comprehensive (loss) income	(247)	284	(99)
Comprehensive income attributable to noncontrolling interest	(6)	(10)	(10)
Comprehensive (loss) income attributable to Venator	$ (253)	$ 274	$ (109)

XML

CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total	Parent's Net Investment and Advances	Ordinary Shares	Additional Paid-In Capital	Retained (Deficit) Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest in Subsidiaries
Balance at the beginning of the period at Dec. 31, 2015	$ 728	$ 1,112	$ 0	$ 0	$ 0	$ (401)	$ 17
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(77)	(87)					10
Net changes in other comprehensive loss	(22)					(22)
Dividends paid to noncontrolling interests	(14)						(14)
Net changes in parent’s net investment and advances	(438)	(437)					(1)
Balance at the end of the period at Dec. 31, 2016	177	588	0	0	0	(423)	12
Increase (Decrease) in Stockholders' Equity
Net (loss) income	144	67			67		10
Net changes in other comprehensive loss	140					140	0
Dividends paid to noncontrolling interests	(12)						(12)
Net changes in parent’s net investment and advances	653	653					0
Conversion of parent's net investment and advances to paid-in capital	0	(1,308)		1,308
Activity related to stock plans	3			3
Balance at the end of the period at Dec. 31, 2017	1,105	0	0	1,311	67	(283)	10
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(157)	0			(163)		6
Net changes in other comprehensive loss	(90)					(90)	0
Dividends paid to noncontrolling interests	(8)						(8)
Activity related to stock plans	5			5
Balance at the end of the period at Dec. 31, 2018	$ 855	$ 0	$ 0	$ 1,316	$ (96)	$ (373)	$ 8

XML

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Activities:
Net (loss) income	$ (157)	$ 144	$ (77)
Income from discontinued operations, net of tax	0	(8)	(8)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	132	127	114
Deferred income taxes	(19)	19	(14)
Loss (gain) on disposal of assets	0	1	(22)
Noncash restructuring and impairment charges	591	7	10
Insurance proceeds for business interruption, net of gain on recovery	0	21	0
Noncash interest	1	18	44
Noncash (gain) loss on foreign currency transactions	(6)	1	(9)
Other, net	9	13	1
Changes in assets and liabilities:
Accounts receivable	25	(24)	(12)
Inventories	(103)	8	106
Prepaid expenses	(1)	(2)	1
Other current assets	(13)	(1)	(4)
Other noncurrent assets	(49)	9	(9)
Accounts payable	(27)	51	17
Accrued liabilities	(96)	13	(40)
Other noncurrent liabilities	(5)	(60)	(18)
Net cash provided by operating activities from continuing operations	282	337	80
Net cash provided by operating activities from discontinued operations	0	1	17
Net cash provided by operating activities	282	338	97
Investing Activities:
Capital expenditures	(326)	(197)	(103)
Insurance proceeds for recovery of property damage	0	76	0
Cash received from unconsolidated affiliates	34	44	32
Investment in unconsolidated affiliates	(30)	(50)	(29)
Repayment of government grant	0	(5)	0
Net payments from (advances to) affiliates	0	121	(5)
Proceeds from sale of businesses/assets	1	0	9
Net cash used in investing activities from continuing operations	(321)	(11)	(96)
Net cash used in investing activities from discontinued operations	0	(1)	(22)
Net cash used in investing activities	(321)	(12)	(118)
Financing Activities:
Proceeds from short-term debt	0	1	1
Net (repayments) borrowings from affiliate accounts payable	0	(100)	47
Payments on notes payable	(6)	0	0
Final settlement of affiliate balances at separation	0	(732)	0
Principal payments on long-term debt	(4)	(12)	(2)
Dividends paid to noncontrolling interests	(8)	(12)	(14)
Proceeds from issuance of long-term debt	0	750	0
Debt issuance costs paid	0	(18)	0
Net cash (used in) provided by financing activities from continuing operations	(18)	(123)	32
Net cash used in financing activities from discontinued operations	0	0	(2)
Net cash (used in) provided by financing activities	(18)	(123)	30
Effect of exchange rate changes on cash	(16)	5	(1)
(Decrease) increase in cash and cash equivalents, including discontinued operations	(73)	208	8
Cash and cash equivalents at beginning of period, including discontinued operations	238	30	22
Cash and cash equivalents at end of period, including discontinued operations	165	238	30
Supplemental cash flow information:
Cash paid for interest	46	28	5
Cash paid for income taxes	34	21	7
Noncash investing and financing activities:
The amount of capital expenditures in accounts payable	70	39	21
Received noncash settlements of notes receivable from affiliates	0	57	270
Settled noncash long-term debt to affiliates	$ 0	$ 792	$ 145

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies

Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies

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 16 manufacturing and processing facilities in Europe, North America, Asia and Australia.

Recent Developments

Potential Acquisition of Tronox European Paper Laminates Business

On July 16, 2018, we announced that we reached an agreement with Tronox Limited (“Tronox”) to purchase the European paper laminates business (the “8120 Grade”) from Tronox upon the closing of their proposed merger with The National Titanium Dioxide Company Limited ("Cristal"). In connection with the acquisition, Tronox would supply the 8120 Grade to us under a Transitional Supply Agreement until the transfer of the manufacturing of the 8120 Grade to our Greatham, U.K., facility has been completed.

Pori Fire

On January 30, 2017, our TiO₂ manufacturing facility in Pori, Finland, experienced fire damage. The loss was covered by insurance for property damage as well as business interruption losses subject to retained deductibles of $15 million and 60 days, respectively. The Pori facility had a nameplate capacity of 130,000 metric tons per year, which represented approximately 17% of our total TiO₂ nameplate capacity and approximately 2% of total global TiO₂ demand. Prior to the fire, 60% of the site capacity produced specialty products. We have restored 20% of the total prior capacity, which is dedicated to production of specialty products.

On April 13, 2018, we received a final payment from our insurers of €191 million, or $236 million, bringing our total insurance receipts to €468 million, or $551 million, which was the limit of our insurance proceeds. We elected to receive the insurance proceeds in Euro in order to match the currency of the related business interruption losses and capital expenditures resulting from the Pori fire. For the twelve months ended December 31, 2018, we received €243 million, or $298 million, of insurance proceeds, while €225 million, or $253 million, was received during 2017.

During the twelve months ended December 31, 2018, we recorded $371 million of income related to insurance recoveries in cost of goods sold while $187 million was recognized in 2017. The difference between payments received from our insurers of $551 million and the insurance recovery income of $558 million is related to the foreign exchange movements of the U.S. Dollar against the Euro during the periods.

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

We recorded a loss of $10 million and $21 million for cleanup and other non-capital reconstruction costs in cost of goods sold for the twelve months ended December 31, 2018 and 2017, respectively. We recorded a loss of $31 million for the write-off of fixed assets and lost inventory in cost of goods sold in our consolidated and combinedstatements of operations for the twelve months ended December 31, 2017.

On September 12, 2018, following our review of the Pori facility and options within our manufacturing network, and as a result of unanticipated cost escalation and extended timeline associated with reconstruction, we announced that we intend to close our Pori, Finland, TiO₂ manufacturing facility and transfer the specialty and differentiated product grades to other sites. We intend to continue to operate the Pori facility at reduced production rates through the transition period, which is expected to last through at least 2022, subject to economic and other factors. We currently plan to transfer certain technology and the production of select product grades, namely for inks, cosmetics, pharmaceutical and food grade applications, from Pori to other sites within our network. In addition, and as market conditions warrant, we intend to strengthen the existing manufacturing network by increasing its efficiency and by providing greater manufacturing flexibility. As part of the plan, we recorded restructuring expense of $465 million for the twelve months ended December 31, 2018, of which $417 million related to acceleration depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $39 million of cash and $426 million of noncash charges.

Basis of Presentation

Venator’s consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 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 consolidated and combined financial statements at the time the transaction is recorded and the net effect of the settlement of these transactions is reflected in the consolidated and combined statements of cash flows as a financing activity. Because the historical consolidated and combined financial information for the periods prior to the separation reflect the combination of these legal entities under common control, the historical consolidated and combined financial information prior to the separation 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 16. Discontinued Operations.”

For purposes of these consolidated and combined financial statements, all significant transactions with Huntsman International, a wholly-owned subsidiary of Huntsman through which Huntsman operates all of its businesses, have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated.

Prior to our separation, Huntsman performed certain administrative and other services for Venator. These expenses were incurred by Huntsman and allocated to Venator based on either specific services provided or based on Venator’s total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations were reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil, $62 million and $104 million for the years ended December 31, 2018, 2017 and 2016, respectively.

In the notes to consolidated and combined financial statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies

Asset Retirement Obligations

Venator accrues for asset retirement obligations, which consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs, in the period in which the obligations are incurred. Asset retirement obligations are initially recorded at estimated fair value. When the related liability is initially recorded, Venator capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its estimated settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, Venator will recognize a gain or loss for any difference between the settlement amount and the liability recorded. See “Note 13. Asset Retirement Obligations.”

Carrying Value of Long-Lived Assets

Venator reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and Venator recognizes an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved.

Cash and Cash Equivalents

Venator considers cash in bank accounts and short-term highly liquid investments with remaining maturities of three months or less at the date of purchase to be cash and cash equivalents.

Prior to the separation, Venator participated in Huntsman International’s cash pooling program. The cash pooling program was an intercompany borrowing arrangement designed to reduce Venator’s dependence on external short-term borrowing. See “Note 15. Debt.”

Cost of Goods Sold

Venator classifies the costs of manufacturing and distributing its products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed expenses directly associated with production. Manufacturing costs include, among other things, plant site operating costs and overhead costs (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight, and warehousing costs are also included in cost of goods sold.

Derivative Transactions and Hedging Activities

All derivatives are recorded on Venator’s consolidated and combined balance sheets at fair value. Prior to January 1, 2018, the effective portion of changes in the fair value of derivatives designated as hedges were recorded in other comprehensive income (loss) until the hedge item impacts earnings at which point the accumulated gains and losses were recognized in other income (expense), net in the consolidated and combined statements of operations. The ineffective portion of the change in fair value of derivatives accounted for as hedges and the gains and losses of derivatives not designated as hedges were recognized in earnings. Beginning January 1, 2018, the gains and losses on derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and recognized in income (expense), when the hedged item impacts earnings. See “Note 17. Derivative Instruments and Hedging Activities.”

Environmental Expenditures

Environmental-related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and cleanup obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “Note 23. Environmental, Health and Safety Matters.”

Financial Instruments

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, amounts receivable from affiliates, accounts payable, current portion of amounts payable to affiliates, and accrued liabilities approximate their fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is estimated using prevailing market prices. The estimated fair values of Venator’s long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market.

Foreign Currency Translation

Venator is domiciled in the U.K. which uses the British pound sterling, however, we report in U.S. dollars. The accounts of Venator’s operating subsidiaries outside of the U.S. consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss.

Foreign currency transaction gains and losses are recorded in other expense (income), net in the consolidated and combined statements of operations and were net gains of $6 million, net losses of $1 million, and net gains of $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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. Venator evaluates 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, Venator considers the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits Venator’s ability to consider other subjective evidence such as Venator’s projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

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

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

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

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

Prior to the separation, Venator included the U.S. Titanium Dioxide and Performance Additives subsidiaries of Huntsman International which were treated for U.S. tax purposes as divisions of Huntsman International. Huntsman International was included in the U.S. consolidated tax return of its parent, Huntsman. The U.S. tax expense, deferred tax assets, and deferred tax liabilities in these financial statements do not necessarily reflect the tax expense, deferred tax assets, or deferred tax liabilities that would have resulted had Venator not been operated as a U.S. income tax branch structure in combination with Huntsman. A 2% U.S. state income tax rate (net of federal benefit) was estimated for Venator based upon the estimated apportionment factors and actual income tax rates in state tax jurisdictions where it had nexus. U.S. foreign tax credits relating to taxes paid by non-U.S. business entities were generated and utilized by Huntsman. On a separate entity basis, these foreign tax credits would not have been generated or utilized, therefore, no additional allocation of Huntsman foreign tax credits was necessary. Additionally, Huntsman had no U.S. net operating loss carryforward amounts (“NOLs”) or similar attributes to allocate. Venator believes this methodology is reasonable and complies with Staff Accounting Bulletin Topic 1B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. Venator is required to determine if an income tax position meets the criteria of more-likely-than-not to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires Venator to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more-likely-than-not, Venator is required to make judgments and apply assumptions in order to measure the amount of the tax benefits to recognize. The judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in the consolidated and combined financial statements. See “Note 19. Income Taxes.”

Intangible Assets

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

Patents, trademarks and technology	5 - 30 years
Other intangibles	5 - 15 years

Inventories

Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out and average costs methods for different components of inventory.

Legal Costs

Venator expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Buildings and leasehold improvements	5 - 50 years
Plant and equipment	3 - 30 years

Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments, and major repairs that significantly extend the useful life of the assets are capitalized and the assets replaced, if any, are retired.

Research and Development

Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs charged to expense were $17 million, $16 million and $15 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Revenue Recognition

Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied, 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. Revenues is measured as the amount of consideration we expect to receive in exchange for transferred goods.

Share-based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which the employee is required to provide services in exchange for the award.

Reclassification

Certain amounts in the consolidated and combined financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications were to record results of operations of other businesses of Huntsman to discontinued operations. See "Note 16. Discontinued Operations.”

Earnings (Losses) Per Share

Basic earnings (losses) per share excludes dilution and is computed by dividing net income (loss) attributable to Venator Materials PLC ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) attributable to Venator Materials PLC 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.

XML

Recently Issued Accounting Pronouncements

12 Months Ended

Dec. 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.” The adoption of these ASUs did not have a significant impact on our consolidated and combined financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU clarify and include specific guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. We adopted the amendments of this ASU effective January 1, 2018, and the initial adoption of the amendment in this ASU did not impact our 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 consolidated and combined statements of operations 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 consolidated and combined statements of operations and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit cost in assets. We adopted the amendments of this ASU effective January 1, 2018, which impacted the presentation of our financial statements. Our historical presentation of service cost components was consistent with the amendments in this ASU. The other components of net periodic pension and postretirement benefit costs are presented within other nonoperating income, whereas we historically presented these within cost of goods sold and selling, general and administrative expenses. As a result of the retrospective adoption of this ASU, for the years ended December 31, 2017 and 2016, cost of goods sold increased by $6 million and $2 million, respectively, selling, general and administrative expenses decreased by $2 million and $4 million, respectively, and other income increased by $4 million and decreased by $2 million, respectively, within our consolidated and combined statements of operations.

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

Accounting Pronouncements Pending Adoption in Future Periods

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU will increase transparency and comparability among entities by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU will require lessees to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application of the amendments in this ASU is permitted for all entities. We expect to use the package of practical expedients that allows us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We plan to apply the short-term lease exception, therefore we will not record a right-of-use asset or corresponding lease liability for leases with a term of twelve months or less and instead recognize a single lease cost allocated over the lease term, generally on a straight-line basis. We plan to adopt ASU 2016-02 using the alternative transition method set forth in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, issued in July 2018, which allows for the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of the new standard will have a material impact on our consolidated and combined balance sheet due to the recognition of right-of-use assets and lease liabilities. Because of the transition method we will use to adopt the new standard, it will not be applied to periods prior to adoption and the adoption will have no impact on our previously reported results or disclosure. We are additionally assessing the impact of the new standard on our internal controls over financial reporting. Upon adoption, we expect to record approximately $50 million to $55 million of additional right-of-use assets and lease obligations. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact, will be recorded as an adjustment to retained earnings. We do not anticipate that this standard will have a material impact on our statement of operations or statement of cash flows.

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 completed our assessment and we do not anticipate this will have a material impact on our statement of comprehensive income.

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

XML

Revenue

12 Months Ended

Dec. 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. At contract inception, we assess the goods promised in our contracts and identify a performance obligation for each promise to transfer to the customer a good that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied. Generally, this occurs at the time of shipping, at which point the control of the goods transfers to the customer. Further, in determining whether control has transferred, we consider if 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 years ended December 31, 2018, 2017 and 2016:

	2018						2017						2016
	Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total
North America	$	296	$	277	$	573	$	281	$	301	$	582	$	260	$	291	$	551
Europe	828		206		1,034		794		194		988		733		187		920
Asia	368		98		466		349		97		446		336		90		426
Other	174		18		192		180		13		193		225		17		242
Total Revenues	$	1,666	$	599	$	2,265	$	1,604	$	605	$	2,209	$	1,554	$	585	$	2,139

The following table disaggregates our revenue by major product line for the years ended December 31, 2018, 2017 and 2016:

	2018						2017						2016
	Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total
TiO2	$	1,666	$	—	$	1,666	$	1,604	$	—	$	1,604	$	1,554	$	—	$	1,554
Color Pigments	—		294		294		—		302		302		—		296		296
Functional Additives	—		140		140		—		130		130		—		126		126
Timber Treatment	—		142		142		—		151		151		—		140		140
Water Treatment	—		23		23		—		22		22		—		23		23
Total Revenues	$	1,666	$	599	$	2,265	$	1,604	$	605	$	2,209	$	1,554	$	585	$	2,139

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.

XML

Earnings (Losses) Per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings (Losses) Per Share

Note 4. Earnings (Losses) Per Share

Basic earnings (losses) per share excludes dilution and is computed by dividing net (loss) income attributable to Venator ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) 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 (losses) per share was based on the ordinary shares that were outstanding at the time of our IPO.

Basic and diluted earnings (losses) per share is determined using the following information:

	For the years ended December 31,
	2018			2017		2016
Numerator:
Basic and diluted (loss) income from continuing operations:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	(163	)	$	126	$	(95	)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	$	—		$	8	$	8
Basic and diluted net (loss) income:
Net (loss) income attributable to Venator Materials PLC ordinary shareholders	$	(163	)	$	134	$	(87	)
Denominator:
Weighted average shares outstanding	106.4			106.3		106.3
Dilutive share-based awards	0.3			0.4		—
Total weighted average shares outstanding, including dilutive shares	106.7			106.7		106.3

The number of anti-dilutive employee share-based awards excluded from the computation of diluted EPS was 1 million for the year ended December 31, 2018, and not significant for each of the years ended December 31, 2017 and 2016.

XML

Inventories

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Note 5. Inventories

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

	December 31,
	2018		2017
Raw materials and supplies	$	165	$	149
Work in process	56		46
Finished goods	317		259
Total	$	538	$	454

XML

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 6. Property, Plant and Equipment

The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows:

	December 31,
	2018			2017
Land and land improvements	$	98		$	101
Buildings	236			236
Plant and equipment	1,926			2,048
Construction in progress	144			255
Total	2,404			2,640
Less accumulated depreciation	(1,410		)	(1,273		)
Property, plant, and equipment—net	$	994		$	1,367

Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $129 million, $124 million and $110 million, respectively.

XML

Investment In Unconsolidated Affiliates

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Investment In Unconsolidated Affiliates

Note 7. Investment In Unconsolidated Affiliates

Investments in companies in which we exercise significant influence, but do not control, are accounted for using the equity method.

Tioxide Americas Inc., a wholly-owned subsidiary of Venator, has a 50% interest in Louisiana Pigment Company, L.P. (“LPC”). Located in Lake Charles, Louisiana, LPC is a joint venture that produces TiO₂ for the exclusive benefit of each of the joint venture partners. In accordance with the joint venture agreement, this plant operates on a break-even basis. This investment is accounted for using the equity method and totaled $83 million and $86 million at December 31, 2018 and 2017, respectively.

XML

Variable Interest Entities

12 Months Ended

Dec. 31, 2018

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

Variable Interest Entities

Note 8. 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 DowDuPont. Viance markets timber treatment products for Venator. Our joint venture interest in Viance was acquired as part of the Rockwood acquisition. It was determined that the activity that most significantly impacts its 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 and began consolidating Viance upon the Rockwood acquisition on October 1, 2014.

Creditors of these entities have no recourse to Venator’s general credit. As the primary beneficiary of these variable interest entities at December 31, 2018, the joint ventures’ assets, liabilities and results of operations are included in Venator’s 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 are as follows:

	Year ended December 31,
	2018		2017		2016
Revenues	$	117	$	127	$	116
Income from continuing operations before income taxes	13		21		21
Net cash provided by operating activities	16		25		26

XML

Intangible Assets

12 Months Ended

Dec. 31, 2018

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Note 9. Intangible Assets

The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows:

	December 31, 2018						December 31, 2017
	Carrying Amount		Accumulated Amortization		Net		Carrying Amount		Accumulated Amortization		Net
Patents, trademarks and technology	$	18	$	9	$	9	$	17	$	6	$	11
Other intangibles	14		7		7		15		6		9
Total	$	32	$	16	$	16	$	32	$	12	$	20

Amortization expense was $3 million, $3 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Our estimated future amortization expense for intangible assets over the next five years is as follows:

Year ending December 31,	Amount
2019	$	3
2020	3
2021	3
2022	3
2023	3

XML

Other Noncurrent Assets

12 Months Ended

Dec. 31, 2018

Other Assets, Noncurrent Disclosure [Abstract]

Other Noncurrent Assets

Note 10. Other Noncurrent Assets

Other noncurrent assets at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Spare parts inventory	$	25	$	13
Notes receivable	10		9
Pension assets	46		1
Debt issuance costs	4		4
Other	4		11
Total	$	89	$	38

XML

Accrued Liabilities

12 Months Ended

Dec. 31, 2018

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

Note 11. Accrued Liabilities

Accrued liabilities at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Payroll and benefits	$	49	$	50
Restructuring and plant closing costs	18		11
Rebate accrual	19		22
Current taxes payable	—		14
Asset retirement obligation	10		19
Taxes other than income taxes	2		2
Pension liabilities	1		1
Deferred income	—		69
Other miscellaneous accruals	36		56
Total	$	135	$	244

XML

Restructuring, Impairment and Plant Closing and Transition Costs

12 Months Ended

Dec. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring, Impairment and Plant Closing and Transition Costs

Note 12. 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 December 31, 2018, 2017 and 2016, accrued restructuring and plant closing costs by type of cost and initiative consisted of the following:

	Workforce reductions(1)			Other restructuring costs			Total(2)
Accrued liabilities as of January 1, 2016	$	90		$	—		$	90
2016 charges for 2015 and prior initiatives	3			16			19
2016 charges for 2016 initiatives	6			—			6
Distribution of prefunded restructuring costs	(36		)	—			(36		)
2016 payments for 2015 and prior initiatives	(36		)	(16		)	(52		)
2016 payments for 2016 initiatives	(6		)	—			(6		)
Accrued liabilities as of December 31, 2016	$	21		$	—		$	21
2017 charges for 2016 and prior initiatives	—			8			8
2017 charges for 2017 initiatives	33			4			37
Reversal of reserves no longer required	(1		)	—			(1		)
2017 payments for 2016 and prior initiatives	(12		)	(8		)	(20		)
2017 payments for 2017 initiatives	(8		)	(4		)	(12		)
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of December 31, 2017	$	34		$	—		$	34
2018 charges for 2017 and prior initiatives	2			16			18
2018 charges for 2018 initiatives	17			2			19
2018 payments for 2017 and prior initiatives	(17		)	(16		)	(33		)
2018 payments for 2018 initiatives	(2		)	(2		)	(4		)
Foreign currency effect on liability balance	(2		)	—			(2		)
Accrued liabilities as of December 31, 2018	$	32		$	—		$	32

(1) The total workforce reduction reserves of $32 million relate to the termination of 591 positions, of which three positions had been terminated but not yet paid as of December 31, 2018.

(2) Accrued liabilities remaining at December 31, 2018, 2017 and 2016 by year of initiatives were as follows:

	December 31,
	2018		2017		2016
2016 initiatives and prior	$	4	$	9	$	21
2017 initiatives	14		25		—
2018 initiatives	14		—		—
Total	$	32	$	34	$	21

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 January 1, 2016	$	57		$	33		$	90
2016 charges for 2015 and prior initiatives	3			16			19
2016 charges for 2016 initiatives	6			—			6
Distribution of prefunded restructuring costs	(23		)	(13		)	(36		)
2016 payments for 2015 and prior initiatives	(23		)	(29		)	(52		)
2016 payments for 2016 initiatives	(6		)	—			(6		)
Foreign currency effect on liability balance	(2		)	2			—
Accrued liabilities as of December 31, 2016	$	12		$	9		$	21
2017 charges for 2016 and prior initiatives	4			4			8
2017 charges for 2017 initiatives	34			3			37
Reversal of reserves no longer required	(1		)	—			(1		)
2017 payments for 2016 and prior initiatives	(9		)	(11		)	(20		)
2017 payments for 2017 initiatives	(10		)	(2		)	(12		)
Foreign currency effect on liability balance	—			1			1
Accrued liabilities as of December 31, 2017	$	30		$	4		$	34
2018 charges for 2017 and prior initiatives	18			—			18
2018 charges for 2018 initiative	15			4			19
2018 payments for 2017 and prior initiatives	(28		)	(5		)	(33		)
2018 payments for 2018 initiatives	(1		)	(3		)	(4		)
Foreign currency effect on liability balance	(2		)	—			(2		)
Accrued liabilities as of December 31, 2018	$	32		$	—		$	32
Current portion of restructuring reserves	$	18		$	—		$	18
Long-term portion of restructuring reserve	14			—			14

Details with respect to cash and noncash restructuring charges for the years ended December 31, 2018, 2017 and 2016 by initiative are provided below:

Cash charges	$	37
Pension-related charges	25
Accelerated depreciation	556
Other non-cash charges	10
Total 2018 Restructuring, Impairment of Plant Closing and Transition Costs	$	628
Cash charges	$	45
Accelerated depreciation	3
Impairment of assets	3
Other non-cash charges	1
Total 2017 Restructuring, Impairment of Plant Closing and Transition Costs	$	52
Cash charges	$	25
Accelerated depreciation	8
Impairment of assets	1
Other non-cash charges	1
Total 2016 Restructuring, Impairment and Plant Closing and Transition Costs	$	35

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 were reducing our workforce by approximately 900 positions. In connection with this restructuring program, we recorded restructuring expense of nil, nil, $3 million for the years ended December 31, 2018, 2017, and 2016, respectively. We do not expect to incur any additional charges as part of this program.

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 $3 million, $4 million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively. We recorded an impairment charge of $1 million for our Umbogintwini facility in 2016. We expect to incur additional charges of approximately $7 million through 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 $15 million and $34 million in the years ended December 31, 2018 and 2017, respectively. We recorded $8 million of accelerated depreciation on the remaining long-lived assets associated with this manufacturing facility during the year ended December 31, 2016. We expect to incur additional charges of approximately $44 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 $16 million and $7 million for the years ended December 31, 2018 and 2017, respectively, of which $14 million and $3 million was accelerated depreciation, respectively. We do not expect to incur any additional charges as part of this program.

In May 2018, we implemented a plan to close portions of our Color Pigments manufacturing facility in Augusta, Georgia. As part of the program, we recorded restructuring expense of $129 million for the year ended December 31, 2018 of which $125 million was accelerated depreciation. We expect to incur additional charges of approximately $1 million through the end of 2019.

In August 2018, we implemented a plan to close our Color Pigments manufacturing sites in Beltsville, Maryland. As part of the program, we expect to incur charges of approximately $2 million through 2019, of which $1 million relates to accelerated depreciation.

In September 2018, we announced a plan to close our Pori, Finland TiO₂ manufacturing facility. As part of the program, we recorded restructuring expense of $465 million for the year ended December 31, 2018, of which $417 million related to accelerated depreciation, $39 million related to employee benefits, and $9 million related to the write-off of other assets. This restructuring expense consists of $39 million of cash and $426 million related of noncash charges. We expect to incur additional charges of approximately $170 million through the end of 2024, of which $68 million relates to accelerated depreciation, $97 million relates to plant shut down costs, $3 million relates to other employee costs, and $2 million relates to the write-off of other assets. Future charges consist of $70 million of noncash costs and $100 million of cash costs.

XML

Asset Retirement Obligations

12 Months Ended

Dec. 31, 2018

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Note 13. Asset Retirement Obligations

Asset retirement obligations consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs. Venator is legally required to perform capping and closure and post-closure care on the landfills and asbestos abatement on certain of its premises. For each asset retirement obligation, Venator recognized the estimated fair value of a liability and capitalized the cost as part of the cost basis of the related asset.

The following table describes changes to Venator’s asset retirement obligation liabilities:

	December 31,
	2018			2017
Asset retirement obligations at beginning of year	$	45		$	39
Accretion expense	2			2
Liabilities incurred	—			5
Liabilities settled	(8		)	(5		)
Foreign currency effect on reserve balance	(2		)	4
Asset retirement obligations at end of year	$	37		$	45

XML

Other Noncurrent Liabilities

12 Months Ended

Dec. 31, 2018

Other Liabilities, Noncurrent [Abstract]

Other Noncurrent Liabilities

Note 14. Other Noncurrent Liabilities

Other noncurrent liabilities at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Pension liabilities	$	253	$	230
Employee benefit accrual	4		4
Asset retirement obligations	27		26
Other postretirement benefits	3		3
Environmental reserves	11		11
Restructuring and plant closing costs	14		23
Other	1		9
Total	$	313	$	306

XML

Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

Note 15. Debt

Outstanding debt, net of issuance costs of $13 million and $12 million as of December 31, 2018 and December 31, 2017, respectively, consisted of the following:

	December 31, 2018		December 31, 2017
Senior notes	$	370	$	370
Term loan facility	365		367
Other	13		20
Total debt—excluding debt to affiliates	$	748	$	757
Less: short-term debt and current portion of long-term debt	8		14
Total long-term debt—excluding debt to affiliates	$	740	$	743
Long-term debt to affiliates	—		—
Total long-term debt	$	740	$	743

The estimated fair value of the Senior Notes was $300 million and $396 million as of December 31, 2018 and 2017, respectively. The estimated fair value of the Term Loan Facility was $355 million and $378 million as of December 31, 2018 and 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, Term Loan Facility and cross-currency swaps as of December 31, 2018 is approximately 5%.

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 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 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 Subsidiaries of Huntsman International

Substantially all Huntsman receivables or payable 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 affiliates" on our consolidated and combined balance sheets. See "Note 19. 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, these entities sell certain of their trade receivables to Huntsman International. Huntsman International grants an undivided interest in these receivables to a Special Purpose Entity, which serve 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 A/R Programs 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 years ended December 31, 2018, 2017 and 2016 were nil, $1 million and $5 million, respectively. The allocation of losses on sale of accounts receivable is based upon the pro-rata portion of total receivables sold into the securitization program as well as other program and interest expenses associated with the A/R Programs.

Capital Leases

Venator also has lease obligations accounted for as capital leases primarily related to manufacturing facilities which are included in other long-term debt. The scheduled maturities of Venator’s commitments under capital leases are as follows:

Year ending December 31,	Amount
2019	$	1
2020	2
2021	1
2022	1
Thereafter	8
Total minimum payments	13
Less: Amounts representing interest	(3		)
Present value of minimum lease payments	10
Less: Current portion of capital leases	(1		)
Long-term portion of capital leases	$	9

Maturities

The scheduled maturities of our debt (excluding debt to affiliates) by year as of December 31, 2018 are as follows:

Year ended December 31,	Amount
2019	$	7
2020	4
2021	5
2022	4
2023	5
Thereafter	723
Total	$	748

XML

Discontinued Operations

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 16. 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 are comprised of other businesses and include the Titanium Dioxide and/or Performance Additives businesses; and (3) variable interest entities in which the Titanium Dioxide, Performance Additives and other businesses are the primary beneficiaries. Because the historical consolidated and combined financial information for the periods indicated reflect the combination of these legal entities under common control, the historical 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 fourth quarter of 2016 and 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:

	Year ended December 31,
	2018		2017			2016
Revenues:
Trade sales, services and fees, net	$	—	$	15		$	110
Related party sales	—		17			60
Total revenues	—		32			170
Cost of goods sold	—		26			147
Operating expenses:
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively)	—		(7		)	15
Restructuring, impairment and plant closing costs	—		1			—
Other income, net	—		1			(1		)
Total operating expenses	—		(5		)	14
Income from discontinued operations before tax	—		11			9
Income tax expense	—		(3		)	(1		)
Net income from discontinued operations	$	—	$	8		$	8

XML

Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Note 17. Derivative Instruments and Hedging Activities

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

Cross-Currency Swaps

In December 2017, we entered into three cross-currency swap agreements to convert a portion of our intercompany fixed-rate, U.S. dollar denominated notes, including the semi-annual interest payments and the payment of remaining 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 changes in the fair value of the swaps are deferred in other comprehensive loss and subsequently recognized in other income in the audited 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 an asset of $6 million and a liability of $5 million at December 31, 2018 and 2017, respectively, and was recorded as other long-term assets and other long-term liabilities on our consolidated and combined balance sheets, respectively. 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.

During 2018 and 2017 the changes in accumulated other comprehensive loss associated with these cash flow hedging activities was a gain of $11 million and a loss of $5 million, respectively. As of December 31, 2018, accumulated other comprehensive loss of nil is expected to be reclassified to earnings during the next twelve months. The actual amount that will be reclassified to earnings over the next twelve months may vary from this amount due to changing market conditions.

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

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 December 31, 2018 and 2017 we had $89 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).

XML

Share-Based Compensation Plan

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation Plan

Note 18. Share-Based Compensation Plan

On August 1, 2017, our compensation committee and board of directors adopted the Venator Materials 2017 Stock Incentive Plan (the “LTIP”) to provide for the granting of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom shares, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of December 31, 2018, we were authorized to grant up to 12.8 million shares under the LTIP. As of December 31, 2018, we had 11.1 million shares remaining under the LTIP available for grant. Stock option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of Venator’s ordinary shares on the date the stock option award is granted. Share-based awards generally vest over a three-year period; certain performance awards vest over a two-year period and awards to Venator’s directors vest on the grant date.

Awards granted by Huntsman prior to the separation (referred to as “Huntsman awards”), which consisted of stock options, restricted stock, performance awards and phantom shares, were generally treated as follows in connection with the separation:

• All vested Huntsman awards remained as Huntsman awards.

• After the separation, unvested Huntsman awards were converted to Venator awards. Huntsman stock options were converted to Venator stock options and Huntsman restricted stock, performance awards and phantom shares were converted to Venator restricted stock units.

• 39 employees were affected by the conversion.

• Each Huntsman award was converted to approximately 1.33 Venator awards.

• The converted awards are generally subject to the same vesting, expiration and other terms and conditions as applied to the underlying Huntsman awards immediately prior to the separation.

The compensation cost from continuing operations under the Huntsman Stock Incentive Plan (“Huntsman Plan”) allocated to Venator was nil, $2 million and $2 million for the years ended December 31, 2018, 2017 and 2016, respectively. The allocation was determined annually based upon the outstanding number of shares of each type of award granted to individuals employed by Venator. After the separation, we incurred $6 million and $3 million in compensation cost related to the converted awards and new awards granted under the LTIP for the years ended December 31, 2018 and 2017, respectively. The total income tax benefit recognized in the statement of operations for stock-based compensation arrangements was $1 million, $1 million and nil for the years ended December 31, 2018, 2017 and 2016, respectively.

Stock Options

Huntsman Plan

Under the Huntsman Plan, the fair value of each stock option award was estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the grant date. The expected term of stock options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted averages of the assumptions utilized for all stock options granted during the year until the separation.

	2017		2016
Dividend yield	2.4	%	5.6	%
Expected volatility	56.9	%	57.9	%
Risk-free interest rate	2.0	%	1.4	%
Expected life of stock options granted during the period	5.9 years		5.9 years

Converted Awards

After the separation, the unvested Huntsman stock option awards were converted to Venator stock option awards. On the date of conversion, the fair value of the stock option awards was revalued using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the conversion date. The expected term of stock options converted was estimated based on the safe harbor approach calculated as the vesting period plus remaining contractual term divided by two. The risk-free rate for periods within the expected life of the option was based on the U.S. Treasury yield curve in effect at the time of conversion. The assumptions noted below represent the weighted averages of assumptions utilized for all unvested stock options that were converted after the separation.

	2017		2016
Dividend yield	—		—
Expected volatility	39.6	%	39.2	%
Risk-free interest rate	1.9	%	1.8	%
Expected life of stock options granted during the period	5.5 years		4.7 years

New Grants

After the separation, stock option awards were granted under the LTIP. The fair value of the stock option awards were estimated using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities were based on the historical volatility of Huntsman’s common stock through the grant date. The expected term of stock options granted was estimated on the safe harbor approach calculated as the vesting period plus remaining contractual term divided by two. The risk-free rate for the periods within the expected life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of assumptions utilized for stock options granted during 2018 and 2017 under the LTIP.

	Year ended December 31,
	2018		2017
Dividend yield	—		—
Expected volatility	38.8	%	41.0	%
Risk-free interest rate	2.8	%	2.0	%
Expected life of stock options granted during the period (in years)	6.0		6.0

The table below presents the changes in stock option awards for our ordinary shares from December 31, 2017 through December 31, 2018.

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in millions)
Outstanding at December 31, 2017	628		$	12.24
Granted	412		21.82
Exercised	—		—
Forfeited	(37	)	14.10
Expired	—		—
Outstanding at December 31, 2018	1,003		16.10		8.5	$	—
Exercisable at December 31, 2018	290		11.74		7.3	—

Intrinsic value is the difference between the market value of our common stock and the exercise price of each stock option multiplied by the number of stock options outstanding for those stock options where the market value exceeds their exercise price. During the years ended December 31, 2018, 2017 and 2016, the total intrinsic value of stock options exercised was nil, each.

The weighted-average grant-date fair value of stock options granted during 2018, 2017 and 2016 was $9.12, $7.68 and $2.21 per option, respectively. As of December 31, 2018, there was $3 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the LTIP and Huntsman Plans. That cost is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

Huntsman Plan

Nonvested shares granted under the Huntsman Plan consisted of restricted stock and performance shares, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.

The fair value of each performance share unit award was estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the year ended December 31, 2016, the weighted-average expected volatility rate was 39.3% and the weighted average risk-free interest rate was 0.9%. For the performance awards granted during the year ended December 31, 2016, the number of shares earned varies based upon Huntsman achieving certain performance criteria over two-year and three-year performance periods. The performance criteria are total stockholder return of Huntsman’s common stock relative to the total stockholder return of a specified industry peer-group for the two-year and three-year performance periods.

Converted Awards

After the separation, the unvested Huntsman restricted stock, performance awards and phantom shares were converted to Venator restricted stock units. On the date of conversion, the fair value of the restricted stock and phantom share awards was revalued based on Venator’s closing share price, and the performance awards were revalued using the Monte Carlo valuation.

New Grants

After the separation, restricted stock unit awards were granted under the LTIP. The fair value of the restricted stock is based on the closing share price on the date of grant.

The table below presents the changes in nonvested awards for our ordinary shares from December 31, 2017 through December 31, 2018.

	Shares		Weighted Average Grant-Date Fair Value
	(in thousands)
Nonvested at December 31, 2017	504		$	13.96
Granted	219		21.83
Vested(1)	(251	)	12.34
Forfeited	(24	)	14.17
Nonvested at December 31, 2018	448		18.71

(1) As of December 31, 2018, a total of 53,779 restricted stock units were vested but not yet issued. These shares have not been reflected as vested shares in the table because, in accordance with the restricted stock unit agreements, these shares are not issued for vested restricted stock until termination of employment.

As of December 31, 2018, there was $4 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the LTIP and the Huntsman Plan. That cost is expected to be recognized over a weighted-average period of 1.8 years.

XML

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 19. Income Taxes

Our income tax basis of presentation is summarized in “Note 1. Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies.”

A summary of the provisions for current and deferred income taxes is as follows:

	Year ended December 31,
	2018			2017		2016
Income tax (benefit) expense:
U.K.
Current	$	2		$	—	$	—
Deferred	—			—		—
Non-U.K.
Current	9			30		(9		)
Deferred	(19		)	20		(14		)
Total	$	(8	)	$	50	$	(23	)

The reconciliation of the differences between the U.K. income taxes at the U.K. statutory rate to Venator’s provision for income taxes is as follows:

	Year ended December 31,
	2018			2017			2016
(Loss) income from continuing operations before income taxes	$	(165	)	$	186		$	(108	)
Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively	$	(31	)	$	35		$	(22	)
Change resulting from:
Non-U.K. tax rate differentials	(7		)	(1		)	(19		)
Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments	(5		)	—			(7		)
Non-taxable portion of gain on sale of businesses	—			—			(3		)
Unrealized currency exchange gains and losses	—			7			1
Tax authority audits and dispute resolutions	—			1			(1		)
Tax benefit of losses with valuation allowances as a result of other comprehensive income	—			—			(1		)
Change in valuation allowance	39			3			27
Effects of U.S. tax reform	—			3			—
Other, net	(4		)	2			2
Total income tax expense (benefit)	$	(8	)	$	50		$	(23	)

Venator operates in over 20 non-U.K. tax jurisdictions with no specific country earning a predominant amount of its off-shore earnings. Some of these countries have income tax rates that are approximately the same as the U.K. statutory rate, while other countries have rates that are higher or lower than the U.K. statutory rate. Losses earned in countries with higher average statutory rates than the U.K., resulted in higher tax benefit of $7 million for the year ended December 31, 2018. Income earned in countries with lower average statutory rates than the U.K., resulted in lower tax expense of $1 million and $19 million, respectively, for the years ended December 31, 2017 and 2016, reflected in the reconciliation above.

In certain tax jurisdictions, Venator’s U.S. GAAP functional currency is different than the local tax functional currency. As a result, foreign exchange gains and losses will impact Venator’s effective tax rate. For the year ended December 31, 2018, this resulted in a tax expense of nil. For 2017, this resulted in a tax expense of $7 million. For 2016, this resulted in a tax benefit of $1 million.

The components of income (loss) before income taxes were as follows:

	Year ended December 31,
	2018			2017		2016
U.K.	$	80		$	76	$	(20	)
Non-U.K.	(245		)	110		(88		)
Total	$	(165	)	$	186	$	(108	)

Components of deferred income tax assets and liabilities at December 31, 2018 and 2017 were as follows:

	December 31,
	2018			2017
Deferred income tax assets:
Net operating loss carryforwards	$	313		$	325
Pension and other employee compensation	48			50
Property, plant and equipment	28			47
Intangible assets	6			13
Other, net	43			41
Total	$	438		$	476
Total deferred income tax liabilities:
Property, plant and equipment	$	(32	)	$	(55	)
Pension and other employee compensation	(4		)	—
Other, net	(4		)	(1		)
Total	$	(40	)	$	(56	)
Net deferred tax assets before valuation allowance	$	398		$	420
Valuation allowance	(220		)	(253		)
Net deferred tax assets	$	178		$	167
Non-current deferred tax assets	178			167
Non-current deferred tax liabilities	—			—
Net deferred tax assets	$	178		$	167

Venator has NOLs of $1,132 million in various jurisdictions, all of which have no expiration dates except for $157 million which expires on December 31, 2028 and is subject to a valuation allowance. Venator has total net deferred tax assets, before valuation allowance, of $398 million, including $313 million of tax-effected NOLs. After taking into account deferred tax liabilities, Venator has recognized valuation allowance on net deferred tax assets of $220 million, including valuation allowances in the following countries: Finland, France, Italy, Spain, South Africa, and the U.K. Venator also has net deferred tax assets of $178 million, not subject to valuation allowances, primarily in Germany, Malaysia, and the U.S. Venator’s NOLs are principally located in Finland, France, Germany, Italy, Spain, South Africa, U.S. and the U.K.

Valuation allowances are reviewed each period on a tax jurisdiction by 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. Uncertainties regarding expected future income in certain jurisdictions could affect the realization of deferred tax assets in those jurisdictions and result in additional valuation allowances in future periods.

During 2018, Venator established valuation allowances of $54 million in Finland in connection with our announcement to close our Pori, Finland manufacturing facility. Given ongoing costs related to the restructuring we do not expect sufficient positive income to utilize net deferred tax assets. In addition, based on the increased and sustained profitability in our TiO₂ business in Spain, Venator released valuation allowances on certain net deferred tax assets. Because Spain places limitation on the utilization of NOLs, we recorded a partial valuation allowance release of $5 million. We do not currently anticipate releasing any valuation allowances in the U.K. due to insufficient positive evidence based on our 2018 results and future forecast.

During 2016, Venator released valuation allowances of $6 million in France, as a result of deferred tax liabilities offsetting deferred tax assets, which previously had a valuation allowance.

The following is a reconciliation of the unrecognized tax benefits:

	2018			2017		2016
Unrecognized tax benefits as of January 1	$	23		$	20	$	22
Gross increases and decreases—tax positions taken during a prior period	2			—		—
Gross increases and decreases—tax positions taken during the current period	—			1		(1		)
Decreases related to settlements of amounts due to tax authorities	—			—		—
Reductions resulting from the lapse of statutes of limitation	(7		)	—		—
Foreign currency movements	(1		)	2		(1		)
Unrecognized tax benefits as of December 31,	$	17		$	23	$	20

As of December 31, 2018, 2017 and 2016, the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $14 million, $13 million and $11 million, respectively.

In accordance with Venator’s accounting policy, it recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense, which were insignificant for each of the years ended December 31, 2018, 2017 and 2016.

Venator conducts business globally and, as a result, files income tax returns in the U.S. federal, various U.S. state and various non-U.S. jurisdictions. The following table summarizes the tax years that remain subject to examination by major tax jurisdictions:

Tax Jurisdiction	Open Tax Years
Finland	2012 and later
France	2015 and later
Germany	2007 and later
Italy	2013 and later
Malaysia	2013 and later
Spain	2008 and later
United Kingdom	2017 and later
United States federal	2015 and later

Certain of Venator’s U.S. and non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities and the amounts ultimately agreed upon in resolution of the issues raised may differ materially from the amounts accrued.

Venator estimates that it is reasonably possible that certain of its unrecognized tax benefits could change within 12 months of the reporting date with a resulting decrease in the unrecognized tax benefits within a possible range of nil to $2 million. For the 12-month period from the reporting date, Venator would expect that a minority portion of the decrease in its unrecognized tax benefits would result in a corresponding benefit to its income tax expense.

On December 22, 2017, the 2017 Tax Act was signed into law. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, most notably a reduction of the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as limitations on the deductibility of interest expense and the creation of the base erosion anti-abuse tax, a new minimum tax. We have included the effects of these provisions in 2018.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 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 2017 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 2017 Tax Act.

As a result of our initial analysis of the impact of the 2017 Tax Act, we recorded a provisional decrease of $3 million to our deferred tax assets, with a corresponding net deferred tax expense of $3 million, related to the re-measurement of our deferred taxes in connection with the reduced U.S. federal income tax rate for the year ended December 31, 2017. We have completed our accounting for the income tax effects of the 2017 Tax Act in 2018 with no material adjustment to our provisional estimate initially recorded.

In addition, for U.S. federal income tax purposes Huntsman recognized a gain as a result of the IPO and the separation to the extent the fair market value of the assets associated with our U.S. businesses exceeded the basis of such assets for U.S. federal income tax purposes at the time of the separation. As a result of such gain recognized, the basis of the assets associated with our U.S. businesses was increased. This basis step-up gave rise to a deferred tax asset of $77 million that we recognized for the quarter ended September 30, 2017. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate from 35% to 21%, the deferred tax asset associated with the basis step-up was reduced to $36 million as of the date of enactment, reflected as part of the $3 million provisional deferred tax expense discussed above. 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. For the quarter ended September 30, 2017 we 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 were expected to be approximately $73 million. Due to the 2017 Tax Act’s reduction of the U.S. federal corporate income tax rate, we estimate that the aggregate future payments required by this provision are expected to be approximately $34 million. We have recognized a noncurrent liability for this amount as of December 31, 2017 and 2018. 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.

As of December 31, 2018, our non-U.K. subsidiaries have no plan to distribute earnings in a manner that would cause them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2017, our non-U.K. subsidiaries made no distribution of earnings that caused them to be subject to material U.K., U.S., or other local country taxation. As of December 31, 2016, there were no unremitted earnings of subsidiaries to consider for indefinite reinvestment.

XML

Employee Benefit Plans

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Employee Benefit Plans

Note 20. Employee Benefit Plans

Defined Benefit and Other Postretirement Benefit Plans

Venator sponsors defined benefit plans in a number of countries outside of the U.S. in which employees of Venator participate. The availability of these plans and their specific design provisions are consistent with local competitive practices and regulations.

The disclosures for the defined benefit and other postretirement benefit plans within the U.S. are combined with the disclosures of the plans outside of the U.S. Of the total projected benefit obligations for Venator as of December 31, 2018 and 2017, the amount related to the U.S. benefit plans is $10 million and $11 million, respectively, or 1% each. Of the total fair value of plan assets for Venator, the amount related to the U.S. benefit plans for December 31, 2018 and 2017 was $7 million and $8 million, respectively, or 1% each.

The following table sets forth the funded status of the plans for Venator and the amounts recognized in the consolidated and combined balance sheets at December 31, 2018 and 2017:

	Defined Benefit Plans						Other Postretirement Benefit Plans
	2018			2017			2018			2017
Change in benefit obligation
Benefit obligation at beginning of year	$	1,136		$	1,053		$	3		$	3
Service cost	5			5			—			—
Interest cost	25			25			—			—
Actuarial gain	(60		)	(1		)	—			—
Gross benefits paid	(58		)	(55		)	—			—
Plan amendments	6			—			—			—
Exchange rates	(56		)	116			—			—
Curtailments	23			(4		)	—			—
Transfers	—			(3		)	—			—
Benefit obligation at end of year	$	1,021		$	1,136		$	3		$	3
Accumulated benefit obligation at end of year	983			1,091
Change in plan assets
Fair value of plan assets at beginning of year	$	906		$	790		$	—		$	—
Actual return on plan assets	(34		)	63			—			—
Employer contribution	47			29			—			—
Gross benefits paid	(58		)	(55		)	—			—
Transfers	—			(5		)	—			—
Exchange rates	(48		)	84			—			—
Fair value of plan assets at end of year	$	813		$	906		$	—		$	—
Funded status
Fair value of plan assets	$	813		$	906		$	—		$	—
Benefit obligation	(1,021		)	(1,136		)	(3		)	(3		)
Accrued benefit cost	$	(208	)	$	(230	)	$	(3	)	$	(3	)
Amounts recognized in balance sheet:
Noncurrent asset	$	46		$	1		$	—		$	—
Current liability	(1		)	(1		)	—			—
Noncurrent liability	(253		)	(230		)	(3		)	(3		)
Total	$	(208	)	$	(230	)	$	(3	)	$	(3	)
Amounts recognized in accumulated other comprehensive loss:
Net actuarial loss (gain)	$	302		$	296		$	(4	)	$	(4	)
Prior service cost (credit)	11			7			(1		)	(1		)
Total	$	313		$	303		$	(5	)	$	(5	)

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows:

	Defined Benefit Plans		Other Postretirement Benefit Plans
Actuarial loss	$	15	$	—
Prior service cost	1		—
Total	$	16	$	—

Components of net periodic benefit costs for the years ended December 31, 2018, 2017 and 2016 were as follows:

	Defined Benefit Plans
	2018			2017			2016
Service cost	$	5		$	5		$	4
Interest cost	25			25			31
Expected return on plan assets	(47		)	(43		)	(39		)
Amortization of actuarial loss	15			16			10
Amortization of prior service cost	3			1			1
Curtailment loss (gain)	23			(4		)	—
Net periodic benefit cost	$	24		$	—		$	7

	Other Postretirement Benefit Plans
	2018		2017			2016
Amortization of actuarial loss	—		1			—
Amortization of prior service credit	—		(3		)	—
Net periodic benefit credit	$	—	$	(2	)	$	—

The amounts recognized in net periodic benefit cost and other comprehensive (loss) income for the years ended December 31, 2018, 2017 and 2016 were as follows:

	Defined Benefit Plans
	2018			2017			2016
Current year actuarial gain (loss)	$	45		$	(24	)	$	86
Amortization of actuarial loss	(15		)	(16		)	(11		)
Current year prior service cost	5			—			—
Amortization of prior service cost	(3		)	(1		)	(1		)
Curtailment effects	(23		)	4			—
Other	—			(3		)	—
Total recognized in other comprehensive income (loss)	9			(40		)	74
Amount related to discontinued operations	—			—			(8		)
Total recognized in other comprehensive income (loss) from continuing operations	9			(40		)	66
Net periodic benefit cost	24			—			7
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	33		$	(40	)	$	81

	Other Postretirement Benefit Plans
	2018		2017			2016
Current year actuarial loss	$	—	$	(1	)	$	—
Amortization of actuarial loss	—		(1		)	—
Current year prior service credits	—		—			(2		)
Amortization of prior service credit	—		3			—
Total recognized in other comprehensive (loss) income	—		1			(2		)
Net periodic benefit cost	—		(2		)	—
Total recognized in net periodic benefit cost and other comprehensive loss	$	—	$	(1	)	$	(2	)

The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year:

	Defined Benefit Plans
	2018		2017		2016
Projected benefit obligation:
Discount rate	2.38	%	2.21	%	2.28	%
Rate of compensation increase	3.69	%	3.74	%	3.79	%
Net periodic pension cost:
Discount rate	2.21	%	1.86	%	3.27	%
Rate of compensation increase	3.74	%	3.53	%	3.24	%
Expected return on plan assets	5.23	%	5.71	%	5.22	%

	Other Postretirement Benefit Plans
	2018		2017		2016
Projected benefit obligation:
Discount rate	3.50	%	3.38	%	3.72	%
Net periodic pension cost:
Discount rate	3.30	%	3.72	%	6.94	%

At December 31, 2018 and 2017, the health care trend rate used to measure the expected increase in the cost of benefits was assumed to be 4.90% and 6.75%, respectively, decreasing to 3.90% after 2030. Assumed health care cost trend rates can have a significant effect on the amounts reported for the postretirement benefit plans. A one-percent point change in assumed health care cost trend rates would not have a significant effect.

The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as were as follows:

	December 31,
	2018		2017
Projected benefit obligation	$	385	$	364
Fair value of plan assets	131		133

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017 were as follows:

	December 31,
	2018		2017
Projected benefit obligation	$	385	$	364
Accumulated benefit obligation	375		355
Fair value of plan assets	131		133

Expected future contributions and benefit payments are as follows:

	Defined Benefit Plans		Other Postretirement Benefit Plans
2019 expected employer contributions:
To plan trusts	$	25	$	—
Expected benefit payments:
2019	38		—
2020	41		—
2021	43		—
2022	44		—
2023	46		—
2024 - 2028	236		1

Our investment strategy with respect to pension assets is to pursue an investment plan that, over the long term, is expected to protect the funded status of the plan, enhance the real purchasing power of plan assets and not threaten the plan’s ability to meet currently committed obligations. Additionally, our investment strategy is to achieve returns on plan assets, subject to a prudent level of portfolio risk. Plan assets are invested in a broad range of investments. These investments are diversified in terms of domestic and international equities, both growth and value funds, including small, mid and large capitalization equities; short-term and long-term debt securities; real estate; and cash and cash equivalents. The investments are further diversified within each asset category. The portfolio diversification provides protection against a single investment or asset category having a disproportionate impact on the aggregate performance of the plan assets.

Our pension plan assets are managed by outside investment managers. The investment managers value our plan assets using quoted market prices, other observable inputs or unobservable inputs. For certain assets, the investment managers obtain third-party appraisals at least annually, which use valuation techniques and inputs specific to the applicable property, market or geographic location. We have established target allocations for each asset category. Venator’s pension plan assets are periodically rebalanced based upon our target allocations.

The fair value of plan assets for the pension plans was $813 million and $906 million at December 31, 2018 and 2017, respectively. The following plan assets are measured at fair value on a recurring basis:

Asset Category	December 31, 2018		Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Pension plans:
Equities	$	213	$	202	$	11	$	—
Fixed income	547		39		501		7
Real estate/other	34		—		6		28
Cash and cash equivalents	19		19		—		—
Total pension plan assets	$	813	$	260	$	518	$	35

Asset Category	December 31, 2017		Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Pension plans:
Equities	$	265	$	252	$	13	$	—
Fixed income	598		41		550		7
Real estate/other	33		—		3		30
Cash and cash equivalents	10		5		5		—
Total pension plan assets	$	906	$	298	$	571	$	37

	Real Estate/Other Year ended December 31,
	2018			2017
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at the beginning of the period	$	30		$	27
Return on pension plan assets	(1		)	5
Purchases, sales and settlements	(1		)	(2		)
Transfers (out of) into Level 3	—			—
Disposals	—			—
Balance at the end of the period	$	28		$	30

	Fixed Income Year ended December 31,
	2018		2017
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at the beginning of the period	$	7	$	6
Return on pension plan assets	—		1
Purchases, sales and settlements	—		—
Transfers (out of) into Level 3	—		—
Balance at the end of the period	$	7	$	7

Based upon historical returns, the expectations of our investment committee and outside advisors, the expected long-term rate of return on the pension assets is estimated to be between 5.22% and 5.71%. The asset allocation for our pension plans at December 31, 2018 and 2017 and the target allocation for 2019, by asset category, are as follows:

Asset category	Target allocation 2019		Allocated at December 31, 2018		Allocated at December 31, 2017
Pension plans:
Equities	29	%	26	%	29	%
Fixed income	61	%	64	%	66	%
Real estate/other	1	%	1	%	4	%
Cash	9	%	9	%	1	%
Total pension plans	100	%	100	%	100	%

Equity securities in Venator’s pension plans did not include any equity securities of Huntsman Corporation or Venator and its affiliates at the end of 2018.

U.S. Benefit Plans

Venator’s U.S. employees participated in a trusteed, non-contributory defined benefit pension plan (the “Plan”) that covered substantially all of Huntsman International’s full-time U.S. employees. In July 2004, the Plan formula for employees not covered by a collective bargaining agreement was converted to a cash balance design. For represented employees, participation in the cash balance design was subject to the terms of negotiated contracts. For participating employees, benefits accrued under the prior formula were converted to opening cash balance accounts. The new cash balance benefit formula provides annual pay credits from 4% to 12% of eligible pay, depending on age and service, plus accrued interest. Participants in the plan as of July 1, 2004 were eligible for additional annual pay credits from 1% to 8%, depending on their age and service as of that date, for up to five years. Beginning July 1, 2014, the Huntsman Defined Benefit Pension Plan was closed to new, non-union entrants and as of April 1, 2015, it was closed to new union entrants. After closure, new hires were provided with a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay. In connection with the separation, Venator adopted a non-contributory defined benefit pension plan for union entrants prior to April 2015.

Our eligible employees (who were employed by Huntsman prior to August 1, 2015) also participate in an unfunded postretirement benefit plan, which provides medical and life insurance benefits. This plan is sponsored by Venator.

Our U.S. employees participate in a postretirement benefit plan that provides a fully insured Medicare Part D plan including prescription drug benefits affected by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”). Venator has not determined whether the medical benefits provided by these postretirement benefit plans are actuarially equivalent to those provided by the Act. Venator does not collect a subsidy, and our net periodic postretirement benefits cost, and related benefit obligation, do not reflect an amount associated with the subsidy.

Non-U.S. Defined Contribution Plans

We have defined contribution plans in a variety of non-U.S. locations.

Venator’s combined expense for these defined contribution plans for the years ended December 31, 2018, 2017 and 2016 was $8 million, $8 million and $7 million, respectively, primarily related to the UK Pension Plan.

All U.K. associates are eligible to participate in the Huntsman U.K. Pension Plan, a contract-based arrangement with a third party. Company contributions vary by business during a five year transition period. Plan participants elect to make voluntary contributions to this plan up to a specified amount of their compensation. We contribute a matching amount not to exceed 12% of the participant’s salary for new hires and 15% of the participant’s salary for all other participants.

U.S. Defined Contribution Plans

Huntsman provided a money purchase pension plan covering substantially all of its domestic employees who were hired prior to January 1, 2004. Employer contributions were made based on a percentage of employees’ earnings (ranging up to 8%). During 2014, Huntsman closed this plan to non-union participants and in 2015 Huntsman closed this plan to union associates. We continue to provide equivalent benefits to those who were covered under this plan into their salary deferral accounts.

We also have a salary deferral plan covering substantially all U.S. employees. Plan participants may elect to make voluntary contributions to this plan up to a specified amount of their compensation. New hires are provided a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay.

Along with the introduction of the cash balance formula within the defined benefit pension plan, the money purchase pension plan was closed to new hires. At the same time, the employer match in the salary deferral plan was increased, for new hires, to a 100% match, not to exceed 4% of the participant’s compensation.

Our total combined expense for the above defined contribution plans was $3 million, $3 million and $1 million for the years ended December 31, 2018, 2017 and 2016, respectively.

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Note 21. Related Party Transactions

Transactions with Huntsman

We are party to a variety of transactions and agreements with Huntsman, our former parent and largest shareholder.

Prior to the separation, Huntsman’s executive, information technology, EHS and certain other corporate departments performed certain administrative and other services for Venator. Additionally, Huntsman performed certain site services for Venator. Expenses incurred by Huntsman and allocated to Venator were determined based on specific services provided or were allocated based on our 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, $62 million and $104 million for the years ended December 31, 2018, 2017 and 2016, respectively.

On August 11, 2017, we entered into a separation agreement with Huntsman to effect the separation and to provide a framework for the relationship with Huntsman. This agreement governs the relationship between Venator and Huntsman subsequent to the completion of the separation and provides for the allocation between Venator and Huntsman of assets, liabilities and obligations attributable to periods prior to the separation. Because these agreements were entered into in the context of a related party transaction, the terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties.

See description of our financing arrangements with Huntsman before and after the separation in “Note 15. Debt” and “Note 17. Derivatives and Hedging Activities.” See description of our arrangement with Huntsman as part of the separation in “Note19. Income Taxes.”

Other Related Party Transactions

We also conduct transactions in the normal course of business with parties under common ownership. Sales of raw materials to LPC as part of a sourcing arrangement were $65 million, $64 million and $67 million for the years ended December 31, 2018, 2017 and 2016, respectively. Proceeds from this arrangement are recorded as a reduction of cost of goods sold in Venator’s consolidated and combined statements of operations. Related to this same arrangement, purchases of finished goods from LPC were $167 million, $158 million and $158 million for the years ended December 31, 2018, 2017 and 2016, respectively. The related accounts receivable from affiliates and accounts payable to affiliates as of December 31, 2018 and 2017 are recognized in the consolidated and combined balance sheets.

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 22. Commitments and Contingencies

Purchase Commitments

We have various purchase commitments extending through 2029 for materials, supplies and services entered into in the ordinary course of business. Included in the purchase commitments table below are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2019. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. To the extent the contract requires a minimum notice period; such notice period has been included in the table below. The contractual purchase prices for substantially all of these contracts are variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. We also have a limited number of contracts which require a minimum payment even if no volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. For the years ended December 31, 2018, 2017 and 2016, we made minimum payments under such take or pay contracts without taking the product of nil, $2 million and $1 million, respectively. Total purchase commitments as of December 31, 2018 were as follows:

Year ended December 31,	Amount
2019	$	110
2020	105
2021	62
2022	61
2023	6
Thereafter	25

Operating Leases

We lease certain premises, automobiles, and office equipment under long-term lease agreements. The total expense recorded under operating lease agreements in the consolidated and combined statements of operations was $16 million, $13 million and $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

Year ended December 31,	Amounts
2019	$	13
2020	11
2021	9
2022	6
2023	4
Thereafter	40
Total	$	83

Legal Proceedings

Shareholder Litigation

On February 8, 2019 we, certain or our executive officers, Huntsman and certain banks who acted as underwriters in connection with our IPO and secondary offering were named as defendants in a proposed class action civil suit filed in the District Court for the State of Texas, Dallas County, by a purchaser of our ordinary shares in connection with our IPO on August 3, 2017 and our secondary offering on December 1, 2017. The plaintiff, Macomb County Employees’ Retirement System, alleges that inaccurate and misleading statements were made regarding our response to the fire that occurred at our Pori, Finland manufacturing facility, among other allegations. The plaintiff seeks to determine that the proceeding is a class action, and to obtain alleged compensatory damages, costs, rescission and equitable relief. We may be required to indemnify our executive officers, Huntsman and the banks who acted as underwriters in our IPO and secondary offerings for losses incurred by them in connection with these matters pursuant to our agreements with such parties. Because of the early stage of this litigation, we are unable to reasonably estimate any possible loss or range of loss and we have made no accrual with regard to this matter.

Other Matters

We are a party to various 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.

XML

Environmental, Health and Safety Matters

12 Months Ended

Dec. 31, 2018

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

Environmental, Health and Safety Matters

Note 23. 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 years ended December 31, 2018, 2017 and 2016, our capital expenditures for EHS matters totaled $9 million, $10 million and $11 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, liabilities 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 the EU, 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.

In connection with our previously announced intention to close our TiO₂ manufacturing facility in Pori, Finland, we expect to incur environmental costs related to the cleanup of the facility upon its eventual closure, including remediation costs related to the landfill located on the site. While we do not currently have enough information to be able to estimate the range of potential costs for the cleanup of this facility, these costs could be material to our consolidated and combined financial statements.

Environmental Reserves

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

XML

Other Comprehensive Loss

12 Months Ended

Dec. 31, 2018

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

Other Comprehensive Loss

Note 24. Other Comprehensive Loss

Other comprehensive loss consisted of the following:

	Foreign currency translation adjustment(1)			Pension and other postretirement benefits adjustments, net of tax(2)			Other comprehensive income of unconsolidated affiliates			Hedging instruments			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2017	(112		)	(306		)	(5		)	—			(423		)	—		(423		)
Adjustment due to discontinued operations	5			24			—			—			29			—		29
Tax expense	—			(3		)	—			—			(3		)	—		(3		)
Other comprehensive (loss) income before reclassifications	101			4			—			(5		)	100			—		100
Tax expense	—			(1		)	—			—			(1		)	—		(1		)
Amounts reclassified from accumulated other comprehensive loss, gross(3)	—			15			—			—			15			—		15
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive (loss) income	106			39			—			(5		)	140			—		140
Ending balance, December 31, 2017	(6		)	(267		)	(5		)	(5		)	(283		)	—		(283		)
Adjustment due to discontinued operations	—			—			—			—			—			—		—
Tax expense	—			—			—			—			—			—		—
Other comprehensive (loss) income before reclassifications	(90		)	(27		)	—			11			(106		)	—		(106		)
Tax expense	—			(2		)	—			—			(2		)	—		(2		)
Amounts reclassified from accumulated other comprehensive loss, gross(3)	—			18			—			—			18			—		18
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive (loss) income	(90		)	(11		)	—			11			(90		)	—		(90		)
Ending balance, December 31, 2018	$	(96	)	$	(278	)	$	(5	)	$	6		$	(373	)	$	—	$	(373	)

(1) Amounts are net of tax of nil each as of January 1, 2017, December 31, 2017 and December 31, 2018.

(2) Amounts are net of tax of $56 million, $52 million and $50 million as of January 1, 2017, December 31, 2017 and December 31, 2018, respectively.

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

	Year ended December 31,					Affected line item in the statement where net income is presented
	2018		2017
Details about Accumulated Other Comprehensive Loss Components:
Amortization of pension and other postretirement benefits:
Actuarial loss	$	15	$	17		(a)
Prior service cost	3		(2		)	(a)
	18		15			Total before tax
Income tax benefit	—		—			Income tax (expense) benefit
Total reclassifications for the period	$	18	$	15		Net of tax

(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note 20. Employee Benefit Plans.”

XML

Operating Segment Information

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Operating Segment Information

Note 25. 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:

Adjusted EBITDA for each of the two reportable operating segments are as follows:

	Year ended December 31,
	2018			2017			2016
Revenues:
Titanium Dioxide	$	1,666		$	1,604		$	1,554
Performance Additives	599			605			585
Total	$	2,265		$	2,209		$	2,139
Segment adjusted EBITDA(1):
Titanium Dioxide	$	417		$	387		$	61
Performance Additives	62			72			69
Corporate and other	(43		)	(64		)	(53		)
Total	$	436		$	395		$	77
Reconciliation of adjusted EBITDA to net (loss) income:
Interest expense	(53		)	(100		)	(59		)
Interest income	13			60			15
Income tax benefit (expense)—continuing operations	8			(50		)	23
Depreciation and amortization	(132		)	(127		)	(114		)
Net income attributable to noncontrolling interests	6			10			10
Other adjustments:
Business acquisition and integration expenses	(20		)	(5		)	(11		)
Separation expense, net	(2		)	(7		)	—
U.S. income tax reform	—			34			—
Net income of discontinued operations, net of tax	—			8			8
(Loss) gain on disposition of business/assets	(2		)	—			22
Certain legal settlements and related expenses	—			(1		)	(2		)
Amortization of pension and postretirement actuarial losses	(15		)	(17		)	(10		)
Net plant incident credits (costs)	232			(4		)	(1		)
Restructuring, impairment and plant closing and transition costs	(628		)	(52		)	(35		)
Net (loss) income	$	(157	)	$	144		$	(77	)
Depreciation and Amortization:
Titanium Dioxide	$	93		$	85		$	87
Performance Additives	27			36			19
Corporate and other	12			6			8
Total	$	132		$	127		$	114

	Year ended December 31,
	2018		2017		2016
Capital Expenditures:
Titanium Dioxide	$	301	$	178	$	73
Performance Additives	24		17		30
Corporate and other	1		2		—
Total	$	326	$	197	$	103
Total Assets(2):
Titanium Dioxide	$	1,631	$	1,794	$	1,561
Performance Additives	592		703		764
Corporate and other	262		350		210
Total	$	2,485	$	2,847	$	2,535

(1) Adjusted EBITDA is defined as net (loss) income before interest expense, interest income, income tax benefit (expense), depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) U.S. income tax reform; (d) (loss) gain on disposition of businesses/assets; (e) net income of discontinued operations, net of tax; (f) certain legal settlements and related expenses; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident costs; and (i) restructuring, impairment and plant closing and transition costs.

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

	Year ended December 31,
By Geographic Area	2018		2017		2016
Revenues(1):
United States	$	518	$	526	$	491
Germany	257		230		210
China	131		112		113
Italy	126		126		130
United Kingdom	116		114		102
Spain	96		86		79
France	89		94		98
India	65		63		54
Canada	55		56		59
Other nations	812		802		803
Total	$	2,265	$	2,209	$	2,139
Long Lived Assets:
Germany	$	263	$	256	$	215
United Kingdom	180		208		198
Italy	164		170		155
United States	111		253		263
Finland(2)	69		257		146
Other nations	207		223		201
Total	$	994	$	1,367	$	1,178

(1) Geographic information for revenues is based upon countries into which product is sold.

(2) The Pori, Finland plant closure was announced in the third quarter of 2018 and is anticipated to be completed in 2022.

XML

Selected Unaudited Quarterly Financial Data

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Selected Unaudited Quarterly Financial Data

Note 26. Selected Unaudited Quarterly Financial Data

2018	First Quarter			Second Quarter		Third Quarter			Fourth Quarter
Revenue	$	622		$	626	$	533		$	484
Cost of goods sold	454			193		463			440
Restructuring, impairment and plant closing and transition costs	9			136		428			55
Income (loss) from continuing operations	80			198		(366		)	(69		)
Net income (loss)	80			198		(366		)	(69		)
Net income (loss) attributable to Venator	78			196		(368		)	(69		)
Basic income (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Diluted income (loss) per share:
Income (loss) per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Net income (loss) per share attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
2017
Revenue	537			562		582			528
Cost of goods sold	465			480		448			388
Restructuring, impairment and plant closing and transition costs	26			7		16			3
(Loss) income from continuing operations	(21		)	34		53			70
Net (loss) income	(13		)	34		53			70
Net (loss) income attributable to Venator	(16		)	31		51			68
Basic (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	(0.23		)	0.29		0.48			0.64
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders	(0.15		)	0.29		0.48			0.64
Diluted (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	(0.23		)	0.29		0.48			0.64
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders	(0.15		)	0.29		0.48			0.64

XML

Schedule II—Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2018

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

Schedule II—Valuation and Qualifying Accounts

			Additions
Description	Balance at beginning of period		Charges to cost and expenses		Charged to other accounts		Deductions			Balance at end of period
Allowance for doubtful accounts:
Year ended December 31, 2018	$	5	$	1	$	—	$	(1	)	$	5
Year ended December 31, 2017	4		1		—		—			5
Year ended December 31, 2016	4		—		—		—			4

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Venator’s consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 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 consolidated and combined financial statements at the time the transaction is recorded and the net effect of the settlement of these transactions is reflected in the consolidated and combined statements of cash flows as a financing activity. Because the historical consolidated and combined financial information for the periods prior to the separation reflect the combination of these legal entities under common control, the historical consolidated and combined financial information prior to the separation 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 16. Discontinued Operations.”

For purposes of these consolidated and combined financial statements, all significant transactions with Huntsman International, a wholly-owned subsidiary of Huntsman through which Huntsman operates all of its businesses, have been included in group equity. All intercompany transactions within the consolidated and combined business have been eliminated.

Prior to our separation, Huntsman performed certain administrative and other services for Venator. These expenses were incurred by Huntsman and allocated to Venator based on either specific services provided or based on Venator’s total revenues, total assets, and total employees in proportion to those of Huntsman. Management believes that such expense allocations were reasonable. Corporate allocations include allocated selling, general, and administrative expenses of nil, $62 million and $104 million for the years ended December 31, 2018, 2017 and 2016, respectively.

In the notes to consolidated and combined financial statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Asset Retirement Obligations

Asset Retirement Obligations

Venator accrues for asset retirement obligations, which consist primarily of asbestos abatement costs, demolition and removal costs, leasehold remediation costs and landfill closure costs, in the period in which the obligations are incurred. Asset retirement obligations are initially recorded at estimated fair value. When the related liability is initially recorded, Venator capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its estimated settlement value and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, Venator will recognize a gain or loss for any difference between the settlement amount and the liability recorded. See “Note 13. Asset Retirement Obligations.”

Carrying Value of Long-Lived Assets

Carrying Value of Long-Lived Assets

Venator reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and Venator recognizes an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved.

Cash and Cash Equivalents

Cash and Cash Equivalents

Venator considers cash in bank accounts and short-term highly liquid investments with remaining maturities of three months or less at the date of purchase to be cash and cash equivalents.

Prior to the separation, Venator participated in Huntsman International’s cash pooling program. The cash pooling program was an intercompany borrowing arrangement designed to reduce Venator’s dependence on external short-term borrowing. See “Note 15. Debt.”

Cost of Goods Sold

Cost of Goods Sold

Venator classifies the costs of manufacturing and distributing its products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed expenses directly associated with production. Manufacturing costs include, among other things, plant site operating costs and overhead costs (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight, and warehousing costs are also included in cost of goods sold.

Derivative Transactions and Hedging Activities

Derivative Transactions and Hedging Activities

All derivatives are recorded on Venator’s consolidated and combined balance sheets at fair value. Prior to January 1, 2018, the effective portion of changes in the fair value of derivatives designated as hedges were recorded in other comprehensive income (loss) until the hedge item impacts earnings at which point the accumulated gains and losses were recognized in other income (expense), net in the consolidated and combined statements of operations. The ineffective portion of the change in fair value of derivatives accounted for as hedges and the gains and losses of derivatives not designated as hedges were recognized in earnings. Beginning January 1, 2018, the gains and losses on derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and recognized in income (expense), when the hedged item impacts earnings. See “Note 17. Derivative Instruments and Hedging Activities.”

Environmental Expenditures

Environmental Expenditures

Environmental-related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and cleanup obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “Note 23. Environmental, Health and Safety Matters.”

Financial Instruments

Financial Instruments

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, amounts receivable from affiliates, accounts payable, current portion of amounts payable to affiliates, and accrued liabilities approximate their fair value because of the immediate or short-term maturity of these financial instruments. The fair value of non-qualified employee benefit plan investments is estimated using prevailing market prices. The estimated fair values of Venator’s long-term debt are based on quoted market prices for the identical liability when traded as an asset in an active market.

Foreign Currency Translation

Foreign Currency Translation

Venator is domiciled in the U.K. which uses the British pound sterling, however, we report in U.S. dollars. The accounts of Venator’s operating subsidiaries outside of the U.S. consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss.

Foreign currency transaction gains and losses are recorded in other expense (income), net in the consolidated and combined statements of operations and were net gains of $6 million, net losses of $1 million, and net gains of $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Income Taxes

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. Venator evaluates 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, Venator considers the cyclicality of Venator and cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits Venator’s ability to consider other subjective evidence such as Venator’s projections for the future. Changes in expected future income in applicable tax jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

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

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

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

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

Prior to the separation, Venator included the U.S. Titanium Dioxide and Performance Additives subsidiaries of Huntsman International which were treated for U.S. tax purposes as divisions of Huntsman International. Huntsman International was included in the U.S. consolidated tax return of its parent, Huntsman. The U.S. tax expense, deferred tax assets, and deferred tax liabilities in these financial statements do not necessarily reflect the tax expense, deferred tax assets, or deferred tax liabilities that would have resulted had Venator not been operated as a U.S. income tax branch structure in combination with Huntsman. A 2% U.S. state income tax rate (net of federal benefit) was estimated for Venator based upon the estimated apportionment factors and actual income tax rates in state tax jurisdictions where it had nexus. U.S. foreign tax credits relating to taxes paid by non-U.S. business entities were generated and utilized by Huntsman. On a separate entity basis, these foreign tax credits would not have been generated or utilized, therefore, no additional allocation of Huntsman foreign tax credits was necessary. Additionally, Huntsman had no U.S. net operating loss carryforward amounts (“NOLs”) or similar attributes to allocate. Venator believes this methodology is reasonable and complies with Staff Accounting Bulletin Topic 1B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. Venator is required to determine if an income tax position meets the criteria of more-likely-than-not to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires Venator to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more-likely-than-not, Venator is required to make judgments and apply assumptions in order to measure the amount of the tax benefits to recognize. The judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in the consolidated and combined financial statements. See “Note 19. Income Taxes.”

Intangible Assets

Intangible Assets

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

Patents, trademarks and technology	5 - 30 years
Other intangibles	5 - 15 years

Inventories

Inventories

Inventories are stated at the lower of cost or market, with cost determined using the first-in, first-out and average costs methods for different components of inventory.

Legal Costs

Legal Costs

Venator expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred.

Property, Plant, and Equipment

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Buildings and leasehold improvements	5 - 50 years
Plant and equipment	3 - 30 years

Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments, and major repairs that significantly extend the useful life of the assets are capitalized and the assets replaced, if any, are retired.

Research and Development

Research and Development

Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs charged to expense were $17 million, $16 million and $15 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Revenue Recognition

Revenue Recognition

Venator generates substantially all of its revenues through sales of inventory in the open market and via long-term supply agreements. Revenue is recognized when the performance obligations under the terms of our contracts are satisfied, 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. Revenues is measured as the amount of consideration we expect to receive in exchange for transferred goods.

Share-based Compensation

Share-based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which the employee is required to provide services in exchange for the award.

Reclassification

Reclassification

Certain amounts in the consolidated and combined financial statements for prior periods have been reclassified to conform with the current presentation. These reclassifications were to record results of operations of other businesses of Huntsman to discontinued operations. See "Note 16. Discontinued Operations.”

Earnings (Losses) Per Share

Earnings (Losses) Per Share

Basic earnings (losses) per share excludes dilution and is computed by dividing net income (loss) attributable to Venator Materials PLC ordinary shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (losses) per share reflects all potential dilutive ordinary shares outstanding during the period and is computed by dividing net income (loss) attributable to Venator Materials PLC 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.

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of estimated useful lives of intangible assets or life of the related agreement

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

Patents, trademarks and technology	5 - 30 years
Other intangibles	5 - 15 years

The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows:

	December 31, 2018						December 31, 2017
	Carrying Amount		Accumulated Amortization		Net		Carrying Amount		Accumulated Amortization		Net
Patents, trademarks and technology	$	18	$	9	$	9	$	17	$	6	$	11
Other intangibles	14		7		7		15		6		9
Total	$	32	$	16	$	16	$	32	$	12	$	20

Schedule of estimated useful lives or lease term of property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Buildings and leasehold improvements	5 - 50 years
Plant and equipment	3 - 30 years

The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows:

	December 31,
	2018			2017
Land and land improvements	$	98		$	101
Buildings	236			236
Plant and equipment	1,926			2,048
Construction in progress	144			255
Total	2,404			2,640
Less accumulated depreciation	(1,410		)	(1,273		)
Property, plant, and equipment—net	$	994		$	1,367

XML

Revenue (Tables)

12 Months Ended

Dec. 31, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table disaggregates our revenue by major geographical region for the years ended December 31, 2018, 2017 and 2016:

	2018						2017						2016
	Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total
North America	$	296	$	277	$	573	$	281	$	301	$	582	$	260	$	291	$	551
Europe	828		206		1,034		794		194		988		733		187		920
Asia	368		98		466		349		97		446		336		90		426
Other	174		18		192		180		13		193		225		17		242
Total Revenues	$	1,666	$	599	$	2,265	$	1,604	$	605	$	2,209	$	1,554	$	585	$	2,139

The following table disaggregates our revenue by major product line for the years ended December 31, 2018, 2017 and 2016:

	2018						2017						2016
	Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total		Titanium Dioxide		Performance Additives		Total
TiO2	$	1,666	$	—	$	1,666	$	1,604	$	—	$	1,604	$	1,554	$	—	$	1,554
Color Pigments	—		294		294		—		302		302		—		296		296
Functional Additives	—		140		140		—		130		130		—		126		126
Timber Treatment	—		142		142		—		151		151		—		140		140
Water Treatment	—		23		23		—		22		22		—		23		23
Total Revenues	$	1,666	$	599	$	2,265	$	1,604	$	605	$	2,209	$	1,554	$	585	$	2,139

XML

Earnings (Losses) Per Share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings (losses) per share

Basic and diluted earnings (losses) per share is determined using the following information:

	For the years ended December 31,
	2018			2017		2016
Numerator:
Basic and diluted (loss) income from continuing operations:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders	$	(163	)	$	126	$	(95	)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders	$	—		$	8	$	8
Basic and diluted net (loss) income:
Net (loss) income attributable to Venator Materials PLC ordinary shareholders	$	(163	)	$	134	$	(87	)
Denominator:
Weighted average shares outstanding	106.4			106.3		106.3
Dilutive share-based awards	0.3			0.4		—
Total weighted average shares outstanding, including dilutive shares	106.7			106.7		106.3

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2018

Inventory Disclosure [Abstract]

Schedule of components of inventory

Inventories at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Raw materials and supplies	$	165	$	149
Work in process	56		46
Finished goods	317		259
Total	$	538	$	454

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Buildings and leasehold improvements	5 - 50 years
Plant and equipment	3 - 30 years

The cost and accumulated depreciation of property, plant and equipment at December 31, 2018 and 2017 were as follows:

	December 31,
	2018			2017
Land and land improvements	$	98		$	101
Buildings	236			236
Plant and equipment	1,926			2,048
Construction in progress	144			255
Total	2,404			2,640
Less accumulated depreciation	(1,410		)	(1,273		)
Property, plant, and equipment—net	$	994		$	1,367

XML

Variable Interest Entities (Tables)

12 Months Ended

Dec. 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 are as follows:

	Year ended December 31,
	2018		2017		2016
Revenues	$	117	$	127	$	116
Income from continuing operations before income taxes	13		21		21
Net cash provided by operating activities	16		25		26

XML

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of gross carrying amount and accumulated amortization of intangible assets

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

Patents, trademarks and technology	5 - 30 years
Other intangibles	5 - 15 years

The cost and accumulated amortization of intangible assets at December 31, 2018 and 2017 were as follows:

	December 31, 2018						December 31, 2017
	Carrying Amount		Accumulated Amortization		Net		Carrying Amount		Accumulated Amortization		Net
Patents, trademarks and technology	$	18	$	9	$	9	$	17	$	6	$	11
Other intangibles	14		7		7		15		6		9
Total	$	32	$	16	$	16	$	32	$	12	$	20

Schedule of estimated future amortization expense for intangible assets

Our estimated future amortization expense for intangible assets over the next five years is as follows:

Year ending December 31,	Amount
2019	$	3
2020	3
2021	3
2022	3
2023	3

XML

(Tables)

12 Months Ended

Dec. 31, 2018

Other Assets, Noncurrent Disclosure [Abstract]

Schedule of components of other noncurrent assets

Other noncurrent assets at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Spare parts inventory	$	25	$	13
Notes receivable	10		9
Pension assets	46		1
Debt issuance costs	4		4
Other	4		11
Total	$	89	$	38

XML

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Accrued Liabilities, Current [Abstract]

Schedule of components of accrued liabilities

Accrued liabilities at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Payroll and benefits	$	49	$	50
Restructuring and plant closing costs	18		11
Rebate accrual	19		22
Current taxes payable	—		14
Asset retirement obligation	10		19
Taxes other than income taxes	2		2
Pension liabilities	1		1
Deferred income	—		69
Other miscellaneous accruals	36		56
Total	$	135	$	244

XML

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

12 Months Ended

Dec. 31, 2018

Restructuring and Related Activities [Abstract]

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

As of December 31, 2018, 2017 and 2016, accrued restructuring and plant closing costs by type of cost and initiative consisted of the following:

	Workforce reductions(1)			Other restructuring costs			Total(2)
Accrued liabilities as of January 1, 2016	$	90		$	—		$	90
2016 charges for 2015 and prior initiatives	3			16			19
2016 charges for 2016 initiatives	6			—			6
Distribution of prefunded restructuring costs	(36		)	—			(36		)
2016 payments for 2015 and prior initiatives	(36		)	(16		)	(52		)
2016 payments for 2016 initiatives	(6		)	—			(6		)
Accrued liabilities as of December 31, 2016	$	21		$	—		$	21
2017 charges for 2016 and prior initiatives	—			8			8
2017 charges for 2017 initiatives	33			4			37
Reversal of reserves no longer required	(1		)	—			(1		)
2017 payments for 2016 and prior initiatives	(12		)	(8		)	(20		)
2017 payments for 2017 initiatives	(8		)	(4		)	(12		)
Foreign currency effect on liability balance	1			—			1
Accrued liabilities as of December 31, 2017	$	34		$	—		$	34
2018 charges for 2017 and prior initiatives	2			16			18
2018 charges for 2018 initiatives	17			2			19
2018 payments for 2017 and prior initiatives	(17		)	(16		)	(33		)
2018 payments for 2018 initiatives	(2		)	(2		)	(4		)
Foreign currency effect on liability balance	(2		)	—			(2		)
Accrued liabilities as of December 31, 2018	$	32		$	—		$	32

(1) The total workforce reduction reserves of $32 million relate to the termination of 591 positions, of which three positions had been terminated but not yet paid as of December 31, 2018.

(2) Accrued liabilities remaining at December 31, 2018, 2017 and 2016 by year of initiatives were as follows:

	December 31,
	2018		2017		2016
2016 initiatives and prior	$	4	$	9	$	21
2017 initiatives	14		25		—
2018 initiatives	14		—		—
Total	$	32	$	34	$	21

Schedule of accrued liabilities by year of initiatives

Accrued liabilities remaining at December 31, 2018, 2017 and 2016 by year of initiatives were as follows:

	December 31,
	2018		2017		2016
2016 initiatives and prior	$	4	$	9	$	21
2017 initiatives	14		25		—
2018 initiatives	14		—		—
Total	$	32	$	34	$	21

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 January 1, 2016	$	57		$	33		$	90
2016 charges for 2015 and prior initiatives	3			16			19
2016 charges for 2016 initiatives	6			—			6
Distribution of prefunded restructuring costs	(23		)	(13		)	(36		)
2016 payments for 2015 and prior initiatives	(23		)	(29		)	(52		)
2016 payments for 2016 initiatives	(6		)	—			(6		)
Foreign currency effect on liability balance	(2		)	2			—
Accrued liabilities as of December 31, 2016	$	12		$	9		$	21
2017 charges for 2016 and prior initiatives	4			4			8
2017 charges for 2017 initiatives	34			3			37
Reversal of reserves no longer required	(1		)	—			(1		)
2017 payments for 2016 and prior initiatives	(9		)	(11		)	(20		)
2017 payments for 2017 initiatives	(10		)	(2		)	(12		)
Foreign currency effect on liability balance	—			1			1
Accrued liabilities as of December 31, 2017	$	30		$	4		$	34
2018 charges for 2017 and prior initiatives	18			—			18
2018 charges for 2018 initiative	15			4			19
2018 payments for 2017 and prior initiatives	(28		)	(5		)	(33		)
2018 payments for 2018 initiatives	(1		)	(3		)	(4		)
Foreign currency effect on liability balance	(2		)	—			(2		)
Accrued liabilities as of December 31, 2018	$	32		$	—		$	32
Current portion of restructuring reserves	$	18		$	—		$	18
Long-term portion of restructuring reserve	14			—			14

Schedule of cash and noncash restructuring charges by initiative

Details with respect to cash and noncash restructuring charges for the years ended December 31, 2018, 2017 and 2016 by initiative are provided below:

Cash charges	$	37
Pension-related charges	25
Accelerated depreciation	556
Other non-cash charges	10
Total 2018 Restructuring, Impairment of Plant Closing and Transition Costs	$	628
Cash charges	$	45
Accelerated depreciation	3
Impairment of assets	3
Other non-cash charges	1
Total 2017 Restructuring, Impairment of Plant Closing and Transition Costs	$	52
Cash charges	$	25
Accelerated depreciation	8
Impairment of assets	1
Other non-cash charges	1
Total 2016 Restructuring, Impairment and Plant Closing and Transition Costs	$	35

XML

Asset Retirement Obligations (Tables)

12 Months Ended

Dec. 31, 2018

Asset Retirement Obligation Disclosure [Abstract]

Schedule of changes to asset retirement obligation liabilities

The following table describes changes to Venator’s asset retirement obligation liabilities:

	December 31,
	2018			2017
Asset retirement obligations at beginning of year	$	45		$	39
Accretion expense	2			2
Liabilities incurred	—			5
Liabilities settled	(8		)	(5		)
Foreign currency effect on reserve balance	(2		)	4
Asset retirement obligations at end of year	$	37		$	45

XML

Other Noncurrent Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Other Liabilities, Noncurrent [Abstract]

Schedule of components of other noncurrent liabilities

Other noncurrent liabilities at December 31, 2018 and 2017 consisted of the following:

	December 31,
	2018		2017
Pension liabilities	$	253	$	230
Employee benefit accrual	4		4
Asset retirement obligations	27		26
Other postretirement benefits	3		3
Environmental reserves	11		11
Restructuring and plant closing costs	14		23
Other	1		9
Total	$	313	$	306

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Schedule of outstanding debt

Outstanding debt, net of issuance costs of $13 million and $12 million as of December 31, 2018 and December 31, 2017, respectively, consisted of the following:

	December 31, 2018		December 31, 2017
Senior notes	$	370	$	370
Term loan facility	365		367
Other	13		20
Total debt—excluding debt to affiliates	$	748	$	757
Less: short-term debt and current portion of long-term debt	8		14
Total long-term debt—excluding debt to affiliates	$	740	$	743
Long-term debt to affiliates	—		—
Total long-term debt	$	740	$	743

Schedule of maturities of Venator’s commitments under capital leases

The scheduled maturities of Venator’s commitments under capital leases are as follows:

Year ending December 31,	Amount
2019	$	1
2020	2
2021	1
2022	1
Thereafter	8
Total minimum payments	13
Less: Amounts representing interest	(3		)
Present value of minimum lease payments	10
Less: Current portion of capital leases	(1		)
Long-term portion of capital leases	$	9

Scheduled maturities of debt (excluding debt to affiliates)

The scheduled maturities of our debt (excluding debt to affiliates) by year as of December 31, 2018 are as follows:

Year ended December 31,	Amount
2019	$	7
2020	4
2021	5
2022	4
2023	5
Thereafter	723
Total	$	748

XML

Discontinued Operations (Tables)

12 Months Ended

Dec. 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:

	Year ended December 31,
	2018		2017			2016
Revenues:
Trade sales, services and fees, net	$	—	$	15		$	110
Related party sales	—		17			60
Total revenues	—		32			170
Cost of goods sold	—		26			147
Operating expenses:
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively)	—		(7		)	15
Restructuring, impairment and plant closing costs	—		1			—
Other income, net	—		1			(1		)
Total operating expenses	—		(5		)	14
Income from discontinued operations before tax	—		11			9
Income tax expense	—		(3		)	(1		)
Net income from discontinued operations	$	—	$	8		$	8

XML

Share-Based Compensation Plan (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of assumptions used to calculate fair value of each stock option award estimated on the date of grant using the Black-Scholes valuation model

	2017		2016
Dividend yield	2.4	%	5.6	%
Expected volatility	56.9	%	57.9	%
Risk-free interest rate	2.0	%	1.4	%
Expected life of stock options granted during the period	5.9 years		5.9 years

The assumptions noted below represent the weighted average of assumptions utilized for stock options granted during 2018 and 2017 under the LTIP.

	Year ended December 31,
	2018		2017
Dividend yield	—		—
Expected volatility	38.8	%	41.0	%
Risk-free interest rate	2.8	%	2.0	%
Expected life of stock options granted during the period (in years)	6.0		6.0

	2017		2016
Dividend yield	—		—
Expected volatility	39.6	%	39.2	%
Risk-free interest rate	1.9	%	1.8	%
Expected life of stock options granted during the period	5.5 years		4.7 years

Schedule of stock option awards granted in 2017 represent the new awards granted under the LTIP

The table below presents the changes in stock option awards for our ordinary shares from December 31, 2017 through December 31, 2018.

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in millions)
Outstanding at December 31, 2017	628		$	12.24
Granted	412		21.82
Exercised	—		—
Forfeited	(37	)	14.10
Expired	—		—
Outstanding at December 31, 2018	1,003		16.10		8.5	$	—
Exercisable at December 31, 2018	290		11.74		7.3	—

Schedule of changes in nonvested awards for our ordinary shares

The table below presents the changes in nonvested awards for our ordinary shares from December 31, 2017 through December 31, 2018.

	Shares		Weighted Average Grant-Date Fair Value
	(in thousands)
Nonvested at December 31, 2017	504		$	13.96
Granted	219		21.83
Vested(1)	(251	)	12.34
Forfeited	(24	)	14.17
Nonvested at December 31, 2018	448		18.71

(1) As of December 31, 2018, a total of 53,779 restricted stock units were vested but not yet issued. These shares have not been reflected as vested shares in the table because, in accordance with the restricted stock unit agreements, these shares are not issued for vested restricted stock until termination of employment.

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes

A summary of the provisions for current and deferred income taxes is as follows:

	Year ended December 31,
	2018			2017		2016
Income tax (benefit) expense:
U.K.
Current	$	2		$	—	$	—
Deferred	—			—		—
Non-U.K.
Current	9			30		(9		)
Deferred	(19		)	20		(14		)
Total	$	(8	)	$	50	$	(23	)

Schedule of reconciliation of the differences between the income taxes at the statutory rate to total provision for income taxes

The reconciliation of the differences between the U.K. income taxes at the U.K. statutory rate to Venator’s provision for income taxes is as follows:

	Year ended December 31,
	2018			2017			2016
(Loss) income from continuing operations before income taxes	$	(165	)	$	186		$	(108	)
Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively	$	(31	)	$	35		$	(22	)
Change resulting from:
Non-U.K. tax rate differentials	(7		)	(1		)	(19		)
Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments	(5		)	—			(7		)
Non-taxable portion of gain on sale of businesses	—			—			(3		)
Unrealized currency exchange gains and losses	—			7			1
Tax authority audits and dispute resolutions	—			1			(1		)
Tax benefit of losses with valuation allowances as a result of other comprehensive income	—			—			(1		)
Change in valuation allowance	39			3			27
Effects of U.S. tax reform	—			3			—
Other, net	(4		)	2			2
Total income tax expense (benefit)	$	(8	)	$	50		$	(23	)

Schedule of components of income (loss) before income taxes

The components of income (loss) before income taxes were as follows:

	Year ended December 31,
	2018			2017		2016
U.K.	$	80		$	76	$	(20	)
Non-U.K.	(245		)	110		(88		)
Total	$	(165	)	$	186	$	(108	)

Schedule of components of deferred income tax assets and liabilities

Components of deferred income tax assets and liabilities at December 31, 2018 and 2017 were as follows:

	December 31,
	2018			2017
Deferred income tax assets:
Net operating loss carryforwards	$	313		$	325
Pension and other employee compensation	48			50
Property, plant and equipment	28			47
Intangible assets	6			13
Other, net	43			41
Total	$	438		$	476
Total deferred income tax liabilities:
Property, plant and equipment	$	(32	)	$	(55	)
Pension and other employee compensation	(4		)	—
Other, net	(4		)	(1		)
Total	$	(40	)	$	(56	)
Net deferred tax assets before valuation allowance	$	398		$	420
Valuation allowance	(220		)	(253		)
Net deferred tax assets	$	178		$	167
Non-current deferred tax assets	178			167
Non-current deferred tax liabilities	—			—
Net deferred tax assets	$	178		$	167

Schedule of reconciliation of unrecognized tax benefits

The following is a reconciliation of the unrecognized tax benefits:

	2018			2017		2016
Unrecognized tax benefits as of January 1	$	23		$	20	$	22
Gross increases and decreases—tax positions taken during a prior period	2			—		—
Gross increases and decreases—tax positions taken during the current period	—			1		(1		)
Decreases related to settlements of amounts due to tax authorities	—			—		—
Reductions resulting from the lapse of statutes of limitation	(7		)	—		—
Foreign currency movements	(1		)	2		(1		)
Unrecognized tax benefits as of December 31,	$	17		$	23	$	20

Schedule of interest and penalties accrued related to unrecognized tax benefits included in the income tax expense

In accordance with Venator’s accounting policy, it recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense, which were insignificant for each of the years ended December 31, 2018, 2017 and 2016.

Summary of the tax years that remain subject to examination by major tax jurisdictions

The following table summarizes the tax years that remain subject to examination by major tax jurisdictions:

Tax Jurisdiction	Open Tax Years
Finland	2012 and later
France	2015 and later
Germany	2007 and later
Italy	2013 and later
Malaysia	2013 and later
Spain	2008 and later
United Kingdom	2017 and later
United States federal	2015 and later

XML

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2018

Retirement Benefits [Abstract]

Schedule of funded status of the plans and the amounts recognized in the combined balance sheets

The following table sets forth the funded status of the plans for Venator and the amounts recognized in the consolidated and combined balance sheets at December 31, 2018 and 2017:

	Defined Benefit Plans						Other Postretirement Benefit Plans
	2018			2017			2018			2017
Change in benefit obligation
Benefit obligation at beginning of year	$	1,136		$	1,053		$	3		$	3
Service cost	5			5			—			—
Interest cost	25			25			—			—
Actuarial gain	(60		)	(1		)	—			—
Gross benefits paid	(58		)	(55		)	—			—
Plan amendments	6			—			—			—
Exchange rates	(56		)	116			—			—
Curtailments	23			(4		)	—			—
Transfers	—			(3		)	—			—
Benefit obligation at end of year	$	1,021		$	1,136		$	3		$	3
Accumulated benefit obligation at end of year	983			1,091
Change in plan assets
Fair value of plan assets at beginning of year	$	906		$	790		$	—		$	—
Actual return on plan assets	(34		)	63			—			—
Employer contribution	47			29			—			—
Gross benefits paid	(58		)	(55		)	—			—
Transfers	—			(5		)	—			—
Exchange rates	(48		)	84			—			—
Fair value of plan assets at end of year	$	813		$	906		$	—		$	—
Funded status
Fair value of plan assets	$	813		$	906		$	—		$	—
Benefit obligation	(1,021		)	(1,136		)	(3		)	(3		)
Accrued benefit cost	$	(208	)	$	(230	)	$	(3	)	$	(3	)
Amounts recognized in balance sheet:
Noncurrent asset	$	46		$	1		$	—		$	—
Current liability	(1		)	(1		)	—			—
Noncurrent liability	(253		)	(230		)	(3		)	(3		)
Total	$	(208	)	$	(230	)	$	(3	)	$	(3	)
Amounts recognized in accumulated other comprehensive loss:
Net actuarial loss (gain)	$	302		$	296		$	(4	)	$	(4	)
Prior service cost (credit)	11			7			(1		)	(1		)
Total	$	313		$	303		$	(5	)	$	(5	)

Schedule of amounts recognized in accumulated other comprehensive (loss)

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are as follows:

	Defined Benefit Plans		Other Postretirement Benefit Plans
Actuarial loss	$	15	$	—
Prior service cost	1		—
Total	$	16	$	—

Schedule of components of the net periodic benefit costs

Components of net periodic benefit costs for the years ended December 31, 2018, 2017 and 2016 were as follows:

	Defined Benefit Plans
	2018			2017			2016
Service cost	$	5		$	5		$	4
Interest cost	25			25			31
Expected return on plan assets	(47		)	(43		)	(39		)
Amortization of actuarial loss	15			16			10
Amortization of prior service cost	3			1			1
Curtailment loss (gain)	23			(4		)	—
Net periodic benefit cost	$	24		$	—		$	7

	Other Postretirement Benefit Plans
	2018		2017			2016
Amortization of actuarial loss	—		1			—
Amortization of prior service credit	—		(3		)	—
Net periodic benefit credit	$	—	$	(2	)	$	—

Schedule of amounts recognized in net periodic benefit cost and other comprehensive (loss) income

The amounts recognized in net periodic benefit cost and other comprehensive (loss) income for the years ended December 31, 2018, 2017 and 2016 were as follows:

	Defined Benefit Plans
	2018			2017			2016
Current year actuarial gain (loss)	$	45		$	(24	)	$	86
Amortization of actuarial loss	(15		)	(16		)	(11		)
Current year prior service cost	5			—			—
Amortization of prior service cost	(3		)	(1		)	(1		)
Curtailment effects	(23		)	4			—
Other	—			(3		)	—
Total recognized in other comprehensive income (loss)	9			(40		)	74
Amount related to discontinued operations	—			—			(8		)
Total recognized in other comprehensive income (loss) from continuing operations	9			(40		)	66
Net periodic benefit cost	24			—			7
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	33		$	(40	)	$	81

	Other Postretirement Benefit Plans
	2018		2017			2016
Current year actuarial loss	$	—	$	(1	)	$	—
Amortization of actuarial loss	—		(1		)	—
Current year prior service credits	—		—			(2		)
Amortization of prior service credit	—		3			—
Total recognized in other comprehensive (loss) income	—		1			(2		)
Net periodic benefit cost	—		(2		)	—
Total recognized in net periodic benefit cost and other comprehensive loss	$	—	$	(1	)	$	(2	)

Schedule of weighted-average assumptions used to determine the projected benefit obligation and the net periodic pension cost

The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year:

	Defined Benefit Plans
	2018		2017		2016
Projected benefit obligation:
Discount rate	2.38	%	2.21	%	2.28	%
Rate of compensation increase	3.69	%	3.74	%	3.79	%
Net periodic pension cost:
Discount rate	2.21	%	1.86	%	3.27	%
Rate of compensation increase	3.74	%	3.53	%	3.24	%
Expected return on plan assets	5.23	%	5.71	%	5.22	%

	Other Postretirement Benefit Plans
	2018		2017		2016
Projected benefit obligation:
Discount rate	3.50	%	3.38	%	3.72	%
Net periodic pension cost:
Discount rate	3.30	%	3.72	%	6.94	%

Schedule of projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of fair value of plan assets

The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as were as follows:

	December 31,
	2018		2017
Projected benefit obligation	$	385	$	364
Fair value of plan assets	131		133

Schedule of defined benefit plans with an accumulated benefit obligation in excess of fair value of plan assets

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of December 31, 2018 and 2017 were as follows:

	December 31,
	2018		2017
Projected benefit obligation	$	385	$	364
Accumulated benefit obligation	375		355
Fair value of plan assets	131		133

Schedule of expected future contributions and benefit payments

Expected future contributions and benefit payments are as follows:

	Defined Benefit Plans		Other Postretirement Benefit Plans
2019 expected employer contributions:
To plan trusts	$	25	$	—
Expected benefit payments:
2019	38		—
2020	41		—
2021	43		—
2022	44		—
2023	46		—
2024 - 2028	236		1

Schedule of plan assets measured at fair value on a recurring basis

The following plan assets are measured at fair value on a recurring basis:

Asset Category	December 31, 2018		Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Pension plans:
Equities	$	213	$	202	$	11	$	—
Fixed income	547		39		501		7
Real estate/other	34		—		6		28
Cash and cash equivalents	19		19		—		—
Total pension plan assets	$	813	$	260	$	518	$	35

Asset Category	December 31, 2017		Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Pension plans:
Equities	$	265	$	252	$	13	$	—
Fixed income	598		41		550		7
Real estate/other	33		—		3		30
Cash and cash equivalents	10		5		5		—
Total pension plan assets	$	906	$	298	$	571	$	37

Schedule of reconciliation of the beginning and ending balances of plan assets measured at fair value using unobservable inputs (level 3)

	Real Estate/Other Year ended December 31,
	2018			2017
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at the beginning of the period	$	30		$	27
Return on pension plan assets	(1		)	5
Purchases, sales and settlements	(1		)	(2		)
Transfers (out of) into Level 3	—			—
Disposals	—			—
Balance at the end of the period	$	28		$	30

	Fixed Income Year ended December 31,
	2018		2017
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Balance at the beginning of the period	$	7	$	6
Return on pension plan assets	—		1
Purchases, sales and settlements	—		—
Transfers (out of) into Level 3	—		—
Balance at the end of the period	$	7	$	7

Schedule of asset allocation for pension plans and the target allocation, by asset category

The asset allocation for our pension plans at December 31, 2018 and 2017 and the target allocation for 2019, by asset category, are as follows:

Asset category	Target allocation 2019		Allocated at December 31, 2018		Allocated at December 31, 2017
Pension plans:
Equities	29	%	26	%	29	%
Fixed income	61	%	64	%	66	%
Real estate/other	1	%	1	%	4	%
Cash	9	%	9	%	1	%
Total pension plans	100	%	100	%	100	%

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of total purchase commitments

otal purchase commitments as of December 31, 2018 were as follows:

Year ended December 31,	Amount
2019	$	110
2020	105
2021	62
2022	61
2023	6
Thereafter	25

Schedule of future minimum lease payments under operating leases

Future minimum lease payments under noncancelable operating leases as of December 31, 2018 were as follows:

Year ended December 31,	Amounts
2019	$	13
2020	11
2021	9
2022	6
2023	4
Thereafter	40
Total	$	83

XML

Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2018

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

Schedule of other comprehensive loss

Other comprehensive loss consisted of the following:

	Foreign currency translation adjustment(1)			Pension and other postretirement benefits adjustments, net of tax(2)			Other comprehensive income of unconsolidated affiliates			Hedging instruments			Total			Amounts attributable to noncontrolling interests		Amounts attributable to Venator
Beginning balance, January 1, 2017	(112		)	(306		)	(5		)	—			(423		)	—		(423		)
Adjustment due to discontinued operations	5			24			—			—			29			—		29
Tax expense	—			(3		)	—			—			(3		)	—		(3		)
Other comprehensive (loss) income before reclassifications	101			4			—			(5		)	100			—		100
Tax expense	—			(1		)	—			—			(1		)	—		(1		)
Amounts reclassified from accumulated other comprehensive loss, gross(3)	—			15			—			—			15			—		15
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive (loss) income	106			39			—			(5		)	140			—		140
Ending balance, December 31, 2017	(6		)	(267		)	(5		)	(5		)	(283		)	—		(283		)
Adjustment due to discontinued operations	—			—			—			—			—			—		—
Tax expense	—			—			—			—			—			—		—
Other comprehensive (loss) income before reclassifications	(90		)	(27		)	—			11			(106		)	—		(106		)
Tax expense	—			(2		)	—			—			(2		)	—		(2		)
Amounts reclassified from accumulated other comprehensive loss, gross(3)	—			18			—			—			18			—		18
Tax expense	—			—			—			—			—			—		—
Net current-period other comprehensive (loss) income	(90		)	(11		)	—			11			(90		)	—		(90		)
Ending balance, December 31, 2018	$	(96	)	$	(278	)	$	(5	)	$	6		$	(373	)	$	—	$	(373	)

(1) Amounts are net of tax of nil each as of January 1, 2017, December 31, 2017 and December 31, 2018.

(2) Amounts are net of tax of $56 million, $52 million and $50 million as of January 1, 2017, December 31, 2017 and December 31, 2018, respectively.

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

Schedule of details about reclassifications from other comprehensive loss

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

	Year ended December 31,					Affected line item in the statement where net income is presented
	2018		2017
Details about Accumulated Other Comprehensive Loss Components:
Amortization of pension and other postretirement benefits:
Actuarial loss	$	15	$	17		(a)
Prior service cost	3		(2		)	(a)
	18		15			Total before tax
Income tax benefit	—		—			Income tax (expense) benefit
Total reclassifications for the period	$	18	$	15		Net of tax

(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See “Note 20. Employee Benefit Plans.

XML

Operating Segment Information (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Schedule of revenues and EBITDA for each of the entity's reportable operating segments and reconciliation of adjusted EBITDA to net income

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

Adjusted EBITDA for each of the two reportable operating segments are as follows:

	Year ended December 31,
	2018			2017			2016
Revenues:
Titanium Dioxide	$	1,666		$	1,604		$	1,554
Performance Additives	599			605			585
Total	$	2,265		$	2,209		$	2,139
Segment adjusted EBITDA(1):
Titanium Dioxide	$	417		$	387		$	61
Performance Additives	62			72			69
Corporate and other	(43		)	(64		)	(53		)
Total	$	436		$	395		$	77
Reconciliation of adjusted EBITDA to net (loss) income:
Interest expense	(53		)	(100		)	(59		)
Interest income	13			60			15
Income tax benefit (expense)—continuing operations	8			(50		)	23
Depreciation and amortization	(132		)	(127		)	(114		)
Net income attributable to noncontrolling interests	6			10			10
Other adjustments:
Business acquisition and integration expenses	(20		)	(5		)	(11		)
Separation expense, net	(2		)	(7		)	—
U.S. income tax reform	—			34			—
Net income of discontinued operations, net of tax	—			8			8
(Loss) gain on disposition of business/assets	(2		)	—			22
Certain legal settlements and related expenses	—			(1		)	(2		)
Amortization of pension and postretirement actuarial losses	(15		)	(17		)	(10		)
Net plant incident credits (costs)	232			(4		)	(1		)
Restructuring, impairment and plant closing and transition costs	(628		)	(52		)	(35		)
Net (loss) income	$	(157	)	$	144		$	(77	)
Depreciation and Amortization:
Titanium Dioxide	$	93		$	85		$	87
Performance Additives	27			36			19
Corporate and other	12			6			8
Total	$	132		$	127		$	114

	Year ended December 31,
	2018		2017		2016
Capital Expenditures:
Titanium Dioxide	$	301	$	178	$	73
Performance Additives	24		17		30
Corporate and other	1		2		—
Total	$	326	$	197	$	103
Total Assets(2):
Titanium Dioxide	$	1,631	$	1,794	$	1,561
Performance Additives	592		703		764
Corporate and other	262		350		210
Total	$	2,485	$	2,847	$	2,535

(1) Adjusted EBITDA is defined as net (loss) income before interest expense, interest income, income tax benefit (expense), depreciation and amortization and net income attributable to noncontrolling interests, as well as eliminating the following adjustments: (a) business acquisition and integration expenses; (b) separation expense, net; (c) U.S. income tax reform; (d) (loss) gain on disposition of businesses/assets; (e) net income of discontinued operations, net of tax; (f) certain legal settlements and related expenses; (g) amortization of pension and postretirement actuarial losses; (h) net plant incident costs; and (i) restructuring, impairment and plant closing and transition costs.

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

Schedule of revenues and long-lived assets by geographical area

	Year ended December 31,
By Geographic Area	2018		2017		2016
Revenues(1):
United States	$	518	$	526	$	491
Germany	257		230		210
China	131		112		113
Italy	126		126		130
United Kingdom	116		114		102
Spain	96		86		79
France	89		94		98
India	65		63		54
Canada	55		56		59
Other nations	812		802		803
Total	$	2,265	$	2,209	$	2,139
Long Lived Assets:
Germany	$	263	$	256	$	215
United Kingdom	180		208		198
Italy	164		170		155
United States	111		253		263
Finland(2)	69		257		146
Other nations	207		223		201
Total	$	994	$	1,367	$	1,178

(1) Geographic information for revenues is based upon countries into which product is sold.

(2) The Pori, Finland plant closure was announced in the third quarter of 2018 and is anticipated to be completed in 2022.

XML

Selected Unaudited Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Schedule of selected unaudited quarterly financial data

2018	First Quarter			Second Quarter		Third Quarter			Fourth Quarter
Revenue	$	622		$	626	$	533		$	484
Cost of goods sold	454			193		463			440
Restructuring, impairment and plant closing and transition costs	9			136		428			55
Income (loss) from continuing operations	80			198		(366		)	(69		)
Net income (loss)	80			198		(366		)	(69		)
Net income (loss) attributable to Venator	78			196		(368		)	(69		)
Basic income (loss) per share:
Income (loss) from continuing operations attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Net income (loss) attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Diluted income (loss) per share:
Income (loss) per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
Net income (loss) per share attributable to Venator Materials PLC ordinary shareholders	0.73			1.84		(3.46		)	(0.65		)
2017
Revenue	537			562		582			528
Cost of goods sold	465			480		448			388
Restructuring, impairment and plant closing and transition costs	26			7		16			3
(Loss) income from continuing operations	(21		)	34		53			70
Net (loss) income	(13		)	34		53			70
Net (loss) income attributable to Venator	(16		)	31		51			68
Basic (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	(0.23		)	0.29		0.48			0.64
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders	(0.15		)	0.29		0.48			0.64
Diluted (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders	(0.23		)	0.29		0.48			0.64
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders	(0.15		)	0.29		0.48			0.64

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Description of Business (Details)	12 Months Ended
	Dec. 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	16

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Pori Fire (Details) T in Thousands, € in Millions, $ in Millions				3 Months Ended								12 Months Ended
	Apr. 13, 2018 USD ($)	Apr. 13, 2018 EUR (€)	Jan. 30, 2017 USD ($)	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)	Dec. 31, 2016 USD ($)	Jan. 29, 2017 T
GENERAL
Insurance proceeds for business interruption, net of gain on recovery												$ 0		$ 21		$ 0
Deferred income for costs not yet incurred				$ 0				$ 69				0		69
Loss from write-off of fixed assets and lost inventory												0		1		(22)
Restructuring, impairment and plant closing and transition costs				$ 55	$ 428	$ 136	$ 9	3	$ 16	$ 7	$ 26	628		52		35
Accelerated depreciation												556		3		8
Other non-cash charges												10		1		1
Restructuring charges												$ 37		45		$ 25
Fire at titanium manufacturing facility in Pori, Finland
GENERAL
Retained deductibles for physical damage due to fire accident			$ 15
Retained deductibles for number of business interruption days			60 days
Percentage of prior nameplate capacity restored				20.00%								20.00%
Partial progress payment received from insurer	$ 236	€ 191										$ 551	€ 468
Insurance proceeds for business interruption, net of gain on recovery												298	€ 243	253	€ 225
Insurance recoveries												558
Loss due to cleanup costs of facility												10		21
Loss from write-off of fixed assets and lost inventory														31
Fire at titanium manufacturing facility in Pori, Finland | Accrued Liabilities
GENERAL
Deferred income for costs not yet incurred								$ 68						68
Fire at titanium manufacturing facility in Pori, Finland | Cost of Goods Sold
GENERAL
Income related to property damage and business interruption insurance recoveries												371		$ 187
Pori, Finland
GENERAL
Nameplate capacity | T																	130
Percentage of nameplate capacity for specialty projects																	60.00%
Pori, Finland | Titanium Dioxide
GENERAL
Percentage of nameplate capacity																	17.00%
Percentage of global demand																	2.00%
Pori, Finland | Facility closing | Titanium Dioxide
GENERAL
Restructuring, impairment and plant closing and transition costs				$ 465
Accelerated depreciation												417
Employee benefits												39
Write off of other assets												9
Other non-cash charges												426
Restructuring charges												$ 39

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Basis of Presentation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Huntsman | Corporate allocations
RELATED PARTY TRANSACTIONS
Selling, general and administrative expenses	$ 0	$ 62	$ 104

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Foreign currency transaction gains (losses)	$ 6	$ (1)	$ 9

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Income Taxes (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
RELATED PARTY TRANSACTIONS
Income tax rate net of federal benefit	2.00%
Huntsman
RELATED PARTY TRANSACTIONS
Additional allocation of foreign tax credits	$ 0
Net operating loss carryforward to allocate	$ 0

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2018
Minimum | Patents, trademarks and technology
INTANGIBLE ASSETS
Estimated useful life	5 years
Minimum | Other intangibles
INTANGIBLE ASSETS
Estimated useful life	5 years
Maximum | Patents, trademarks and technology
INTANGIBLE ASSETS
Estimated useful life	30 years
Maximum | Other intangibles
INTANGIBLE ASSETS
Estimated useful life	15 years

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2018
Buildings and leasehold improvements | Minimum
PROPERTY, PLANT AND EQUIPMENT
Estimated useful lives	5 years
Buildings and leasehold improvements | Maximum
PROPERTY, PLANT AND EQUIPMENT
Estimated useful lives	50 years
Plant and equipment | Minimum
PROPERTY, PLANT AND EQUIPMENT
Estimated useful lives	3 years
Plant and equipment | Maximum
PROPERTY, PLANT AND EQUIPMENT
Estimated useful lives	30 years

XML

Description Of Business, Recent Developments, Basis Of Presentation and Summary Of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development	$ 17	$ 16	$ 15

XML

Recently Issued Accounting Pronouncements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Selling, general and administrative expenses	$ 212,000,000	$ 216,000,000	$ 221,000,000
Other income (expense), net	$ 6,000,000	39,000,000	(3,000,000)
ASU 2017-07
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of goods sold		6,000,000	2,000,000
Selling, general and administrative expenses		(2,000,000)	(4,000,000)
Other income (expense), net		$ 4,000,000	$ (2,000,000)
ASU 2016-02 | Subsequent Event | Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset				$ 50,000,000
Lease liability				50,000,000
ASU 2016-02 | Subsequent Event | Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset				55,000,000
Lease liability				$ 55,000,000

XML

Revenue (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disaggregation of Revenue [Line Items]
Revenue	$ 484	$ 533	$ 626	$ 622	$ 528	$ 582	$ 562	$ 537	$ 2,265	$ 2,209	$ 2,139
Minimum
Disaggregation of Revenue [Line Items]
Payment period									30 days
Maximum
Disaggregation of Revenue [Line Items]
Payment period									90 days
TiO2
Disaggregation of Revenue [Line Items]
Revenue									$ 1,666	1,604	1,554
Color Pigments
Disaggregation of Revenue [Line Items]
Revenue									294	302	296
Functional Additives
Disaggregation of Revenue [Line Items]
Revenue									140	130	126
Timber Treatment
Disaggregation of Revenue [Line Items]
Revenue									142	151	140
Water Treatment
Disaggregation of Revenue [Line Items]
Revenue									23	22	23
North America
Disaggregation of Revenue [Line Items]
Revenue									573	582	551
Europe
Disaggregation of Revenue [Line Items]
Revenue									1,034	988	920
Asia
Disaggregation of Revenue [Line Items]
Revenue									466	446	426
Other
Disaggregation of Revenue [Line Items]
Revenue									192	193	242
Titanium Dioxide
Disaggregation of Revenue [Line Items]
Revenue									1,666	1,604	1,554
Titanium Dioxide | TiO2
Disaggregation of Revenue [Line Items]
Revenue									1,666	1,604	1,554
Titanium Dioxide | Color Pigments
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Titanium Dioxide | Functional Additives
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Titanium Dioxide | Timber Treatment
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Titanium Dioxide | Water Treatment
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Titanium Dioxide | North America
Disaggregation of Revenue [Line Items]
Revenue									296	281	260
Titanium Dioxide | Europe
Disaggregation of Revenue [Line Items]
Revenue									828	794	733
Titanium Dioxide | Asia
Disaggregation of Revenue [Line Items]
Revenue									368	349	336
Titanium Dioxide | Other
Disaggregation of Revenue [Line Items]
Revenue									174	180	225
Performance Additives
Disaggregation of Revenue [Line Items]
Revenue									599	605	585
Performance Additives | TiO2
Disaggregation of Revenue [Line Items]
Revenue									0	0	0
Performance Additives | Color Pigments
Disaggregation of Revenue [Line Items]
Revenue									294	302	296
Performance Additives | Functional Additives
Disaggregation of Revenue [Line Items]
Revenue									140	130	126
Performance Additives | Timber Treatment
Disaggregation of Revenue [Line Items]
Revenue									142	151	140
Performance Additives | Water Treatment
Disaggregation of Revenue [Line Items]
Revenue									23	22	23
Performance Additives | North America
Disaggregation of Revenue [Line Items]
Revenue									277	301	291
Performance Additives | Europe
Disaggregation of Revenue [Line Items]
Revenue									206	194	187
Performance Additives | Asia
Disaggregation of Revenue [Line Items]
Revenue									98	97	90
Performance Additives | Other
Disaggregation of Revenue [Line Items]
Revenue									$ 18	$ 13	$ 17

XML

Earnings (Losses) Per Share (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Basic and diluted (loss) income from continuing operations:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders									$ (163)	$ 126	$ (95)
Basic and diluted income from discontinued operations:
Income from discontinued operations attributable to Venator Materials PLC ordinary shareholders									0	8	8
Basic and diluted net (loss) income:
Net (loss) income attributable to Venator	$ (69)	$ (368)	$ 196	$ 78	$ 68	$ 51	$ 31	$ (16)	$ (163)	$ 134	$ (87)
Denominator:
Weighted average shares outstanding (shares)									106.4	106.3	106.3
Dilutive share-based awards (shares)									0.3	0.4	0.0
Total weighted average shares outstanding, including dilutive shares (shares)									106.7	106.7	106.3
Antidilutive securities (in shares)									1.0

XML

Inventories (Details) - USD ($) $ in Millions		Dec. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials and supplies		$ 165	$ 149
Work in process		56	46
Finished goods		317	259
Total	[1]	$ 538	$ 454

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

Property, Plant and Equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
PROPERTY, PLANT AND EQUIPMENT
Total	$ 2,404		$ 2,640
Less accumulated depreciation	(1,410)		(1,273)
Property, plant, and equipment—net	994	[1]	1,367	[1]	$ 1,178
Depreciation expense	129		124		$ 110
Land and land improvements
PROPERTY, PLANT AND EQUIPMENT
Total	98		101
Buildings
PROPERTY, PLANT AND EQUIPMENT
Total	236		236
Plant and equipment
PROPERTY, PLANT AND EQUIPMENT
Total	1,926		2,048
Construction in progress
PROPERTY, PLANT AND EQUIPMENT
Total	$ 144		$ 255

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

Investment In Unconsolidated Affiliates (Details) - Tioxide Americas - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
LPC
Schedule of Equity Method Investments [Line Items]
Total equity method investments	$ 83	$ 86
LPC
Schedule of Equity Method Investments [Line Items]
Ownership interest (as a percent)	50.00%

XML

Variable Interest Entities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Identification of variable interest entities through investments and transactions
Revenues	$ 2,265	$ 2,209	$ 2,139
Income from continuing operations before income taxes	(165)	186	(108)
Net cash provided by operating activities	282	338	97
Consolidated VIE's
Identification of variable interest entities through investments and transactions
Revenues	117	127	116
Income from continuing operations before income taxes	13	21	21
Net cash provided by operating activities	$ 16	$ 25	$ 26
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%

XML

Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
INTANGIBLE ASSETS
Carrying Amount	$ 32	$ 32
Accumulated Amortization	16	12
Net	16	20
Amortization expense	3	3	$ 4
Estimated future amortization expense
2019	3
2020	3
2021	3
2022	3
2023	3
Patents, trademarks and technology
INTANGIBLE ASSETS
Carrying Amount	18	17
Accumulated Amortization	9	6
Net	9	11
Other intangibles
INTANGIBLE ASSETS
Carrying Amount	14	15
Accumulated Amortization	7	6
Net	$ 7	$ 9

XML

Other Noncurrent Assets (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Other Assets, Noncurrent Disclosure [Abstract]
Spare parts inventory	$ 25	$ 13
Notes receivable	10	9
Pension assets	46	1
Debt issuance costs	4	4
Other	4	11
Total	$ 89	$ 38

XML

Accrued Liabilities (Details) - USD ($) $ in Millions		Dec. 31, 2018	Dec. 31, 2017
Accrued Liabilities, Current [Abstract]
Payroll and benefits		$ 49	$ 50
Restructuring and plant closing costs		18	11
Rebate accrual		19	22
Current taxes payable		0	14
Asset retirement obligation		10	19
Taxes other than income taxes		2	2
Pension liabilities		1	1
Deferred income		0	69
Other miscellaneous accruals		36	56
Total	[1]	$ 135	$ 244

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

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	12 Months Ended
	Dec. 31, 2018 USD ($) position	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	$ 34	$ 21	$ 90
Restructuring charges	37	45	25
Distribution of prefunded restructuring costs			(36)
Reversal of reserves no longer required		(1)
Foreign currency effect on liability balance	(2)	1	0
Accrued liabilities at the end of the period	32	34	21
2015 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges			19
Restructuring payments			(52)
2016 initiatives
Accrued restructuring costs roll forward
Restructuring charges			6
Restructuring payments			(6)
2016 initiatives and prior
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	9	21
Restructuring charges		8
Restructuring payments		(20)
Accrued liabilities at the end of the period	4	9	21
2017 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	25	0
Restructuring charges		37
Restructuring payments		(12)
Accrued liabilities at the end of the period	14	25	0
2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	18
Restructuring payments	(33)
2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	0	0
Restructuring charges	19
Restructuring payments	(4)
Accrued liabilities at the end of the period	14	0	0
Workforce reductions
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	34	21	90
Distribution of prefunded restructuring costs			(36)
Reversal of reserves no longer required		(1)
Foreign currency effect on liability balance	(2)	1
Accrued liabilities at the end of the period	$ 32	34	21
Number of positions terminated | position	591
Number of positions not terminated | position	3
Workforce reductions | 2015 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges			3
Restructuring payments			(36)
Workforce reductions | 2016 initiatives
Accrued restructuring costs roll forward
Restructuring charges			6
Restructuring payments			(6)
Workforce reductions | 2016 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges		0
Restructuring payments		(12)
Workforce reductions | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		33
Restructuring payments		(8)
Workforce reductions | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	$ 2
Restructuring payments	(17)
Workforce reductions | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	17
Restructuring payments	(2)
Other restructuring costs
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	0	0	0
Distribution of prefunded restructuring costs			0
Reversal of reserves no longer required		0
Foreign currency effect on liability balance	0	0
Accrued liabilities at the end of the period	0	0	0
Other restructuring costs | 2015 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges			16
Restructuring payments			(16)
Other restructuring costs | 2016 initiatives
Accrued restructuring costs roll forward
Restructuring charges			0
Restructuring payments			$ 0
Other restructuring costs | 2016 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges		8
Restructuring payments		(8)
Other restructuring costs | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		4
Restructuring payments		$ (4)
Other restructuring costs | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	16
Restructuring payments	(16)
Other restructuring costs | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	2
Restructuring payments	$ (2)

XML

Restructuring, Impairment and Plant Closing and Transition Costs - Accrued Liabilities by Initiatives (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accrued liabilities by initiatives
Accrued liabilities	$ 32	$ 34	$ 21	$ 90
2016 initiatives and prior
Accrued liabilities by initiatives
Accrued liabilities	4	9	21
2017 initiatives
Accrued liabilities by initiatives
Accrued liabilities	14	25	0
2018 initiatives
Accrued liabilities by initiatives
Accrued liabilities	$ 14	$ 0	$ 0

XML

Restructuring, Impairment and Plant Closing and Transition Costs - Reserves for Restructuring, Impairment and Plant Closing and Transition Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	$ 34	$ 21	$ 90
Restructuring charges	37	45	25
Distribution of prefunded restructuring costs			(36)
Reversal of reserves no longer required		(1)
Foreign currency effect on liability balance	(2)	1	0
Accrued liabilities at the end of the period	32	34	21
Current portion of restructuring reserves	18	11
Long-term portion of restructuring reserve	14	23
2015 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges			19
Restructuring payments			(52)
2016 initiatives
Accrued restructuring costs roll forward
Restructuring charges			6
Restructuring payments			(6)
2016 initiatives and prior
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	9	21
Restructuring charges		8
Restructuring payments		(20)
Accrued liabilities at the end of the period	4	9	21
2017 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	25	0
Restructuring charges		37
Restructuring payments		(12)
Accrued liabilities at the end of the period	14	25	0
2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	18
Restructuring payments	(33)
2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	0	0
Restructuring charges	19
Restructuring payments	(4)
Accrued liabilities at the end of the period	14	0	0
Titanium Dioxide
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	30	12	57
Distribution of prefunded restructuring costs			(23)
Reversal of reserves no longer required		(1)
Foreign currency effect on liability balance	(2)	0	2
Accrued liabilities at the end of the period	32	30	12
Current portion of restructuring reserves	18
Long-term portion of restructuring reserve	14
Titanium Dioxide | 2015 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges			3
Restructuring payments			(23)
Titanium Dioxide | 2016 initiatives
Accrued restructuring costs roll forward
Restructuring charges			6
Restructuring payments			(6)
Titanium Dioxide | 2016 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges		4
Restructuring payments		(9)
Titanium Dioxide | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		34
Restructuring payments		(10)
Titanium Dioxide | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	18
Restructuring payments	(28)
Titanium Dioxide | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	15
Restructuring payments	(1)
Performance Additives
Accrued restructuring costs roll forward
Accrued liabilities at the beginning of the period	4	9	33
Distribution of prefunded restructuring costs			(13)
Reversal of reserves no longer required		0
Foreign currency effect on liability balance	0	1	(2)
Accrued liabilities at the end of the period	0	4	9
Current portion of restructuring reserves	0
Long-term portion of restructuring reserve	0
Performance Additives | 2015 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges			16
Restructuring payments			(29)
Performance Additives | 2016 initiatives
Accrued restructuring costs roll forward
Restructuring charges			0
Restructuring payments			$ 0
Performance Additives | 2016 initiatives and prior
Accrued restructuring costs roll forward
Restructuring charges		4
Restructuring payments		(11)
Performance Additives | 2017 initiatives
Accrued restructuring costs roll forward
Restructuring charges		3
Restructuring payments		$ (2)
Performance Additives | 2018 charges for 2017 and prior initiatives
Accrued restructuring costs roll forward
Restructuring charges	0
Restructuring payments	(5)
Performance Additives | 2018 charges for 2018 initiatives
Accrued restructuring costs roll forward
Restructuring charges	4
Restructuring payments	$ (3)

XML

Restructuring, Impairment and Plant Closing and Transition Costs - Cash and Noncash Restructuring Charges (Details)	1 Months Ended	3 Months Ended								12 Months Ended
	Aug. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2018 USD ($) position	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2014 position
Restructuring, impairment and plant closing costs
Cash charges											$ 37,000,000	$ 45,000,000	$ 25,000,000
Pension-related charges											25,000,000
Accelerated depreciation											556,000,000	3,000,000	8,000,000
Impairment of assets												3,000,000	1,000,000
Other non-cash charges											10,000,000	1,000,000	1,000,000
Total restructuring, impairment and plant closing and Transition costs		$ 55,000,000	$ 428,000,000	$ 136,000,000	$ 9,000,000	$ 3,000,000	$ 16,000,000	$ 7,000,000	$ 26,000,000		628,000,000	52,000,000	35,000,000
St. Louis And Easton
Restructuring, impairment and plant closing costs
Cash charges											16,000,000	7,000,000
Accelerated depreciation											14,000,000	3,000,000
Augusta, Georgia
Restructuring, impairment and plant closing costs
Accelerated depreciation											125,000,000
Total restructuring, impairment and plant closing and Transition costs											129,000,000
Additional restructuring charges remaining		1,000,000									1,000,000
Titanium Dioxide | South Africa
Restructuring, impairment and plant closing costs
Cash charges											3,000,000	4,000,000	6,000,000
Impairment of assets													1,000,000
Additional restructuring charges remaining		7,000,000									7,000,000
Titanium Dioxide | Calais, France
Restructuring, impairment and plant closing costs
Cash charges											15,000,000	34,000,000
Accelerated depreciation													8,000,000
Additional restructuring charges remaining		44,000,000									$ 44,000,000
Workforce reductions
Restructuring, impairment and plant closing costs
Number of positions terminated | position											591
Workforce reductions | Titanium Dioxide And Performance Additives
Restructuring, impairment and plant closing costs
Cash charges											$ 0	$ 0	$ 3,000,000
Number of positions terminated | position														900
Facility closing | Beltsville, Maryland
Restructuring, impairment and plant closing costs
Accelerated depreciation	$ 1,000,000
Additional restructuring charges remaining	$ 2,000,000
Facility closing | Titanium Dioxide | Pori, Finland
Restructuring, impairment and plant closing costs
Cash charges											39,000,000
Accelerated depreciation											417,000,000
Other non-cash charges											426,000,000
Total restructuring, impairment and plant closing and Transition costs		465,000,000
Additional restructuring charges remaining		$ 170,000,000									170,000,000
Employee benefits											39,000,000
Write off of other assets											$ 9,000,000
Facility closing | Titanium Dioxide | Pori, Finland | Forecast
Restructuring, impairment and plant closing costs
Cash charges										$ 100,000,000
Accelerated depreciation										68,000,000
Other non-cash charges										70,000,000
Employee benefits										3,000,000
Write off of other assets										2,000,000
Plant shut down costs										$ 97,000,000

XML

Asset Retirement Obligations (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Asset Retirement Obligation
Less: short-term debt and current portion of long-term debt	[1]	$ 8	$ 14
Asset retirement obligations at beginning of year		45	39
Accretion expense		2	2
Liabilities incurred		0	5
Liabilities settled		(8)	(5)
Foreign currency effect on reserve balance		(2)	4
Asset retirement obligations at end of year		$ 37	$ 45

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

Other Noncurrent Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Other Liabilities, Noncurrent [Abstract]
Pension liabilities	$ 253	$ 230
Employee benefit accrual	4	4
Asset retirement obligations	27	26
Other postretirement benefits	3	3
Environmental reserves	11	11
Restructuring and plant closing costs	14	23
Other	1	9
Total	$ 313	$ 306

XML

Debt - Outstanding Debt (Details) - USD ($) $ in Millions		Dec. 31, 2018	Dec. 31, 2017
Debt
Debt issuance costs		$ 13	$ 12
Total debt—excluding debt to affiliates		748	757
Less: short-term debt and current portion of long-term debt	[1]	8	14
Total long-term debt—excluding debt to affiliates		740	743
Long-term debt to affiliates		0	0
Total debt		740	743
Senior notes
Debt
Total debt—excluding debt to affiliates		370	370
Term loan facility
Debt
Total debt—excluding debt to affiliates		365	367
Other
Debt
Total debt—excluding debt to affiliates		$ 13	$ 20

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

Debt - Narrative (Details) - USD ($)		12 Months Ended
	Aug. 08, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jul. 14, 2017
Huntsman International | A/R Programs
Debt
Losses on the A/R Programs		$ 0	$ 1,000,000	$ 5,000,000
Term loan facility
Debt
Fair value of debt instruments		355,000,000	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%
Senior notes
Debt
Fair value of debt instruments		$ 300,000,000	$ 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
Net cash proceeds of equity offerings as a percentage of principal amount		101.00%
Senior Notes and Term Loan Facility
Debt
Weighted average interest rate (as a percent)		5.00%
Senior Credit Facilities
Debt
Aggregate principal amount	$ 675,000,000
ABL facility
Debt
Maturity term	5 years
Maximum borrowing capacity commitment	$ 300,000,000
ABL facility | LIBOR | Minimum
Debt
Interest rate basis as a percentage	1.50%
ABL facility | LIBOR | Maximum
Debt
Interest rate basis as a percentage	2.00%

XML

Debt - Capital Leases and Maturities (Details) $ in Millions	Dec. 31, 2018 USD ($)
Debt Disclosure [Abstract]
2019	$ 1
2020	2
2021	1
2022	1
Thereafter	8
Total minimum payments	13
Less: Amounts representing interest	(3)
Present value of minimum lease payments	10
Less: Current portion of capital leases	(1)
Long-term portion of capital leases	9
Scheduled maturities of our debt
2019	7
2020	4
2021	5
2022	4
2023	5
Thereafter	723
Total debt-excluding debt to affiliates	$ 748

XML

Discontinued Operations - Operations Data (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues:
Net income from discontinued operations	$ 0	$ 8	$ 8
Titanium Dioxide And Performance Additives Business | Discontinued Operations, Disposed of by Means Other than Sale
Revenues:
Trade sales, services and fees, net	0	15	110
Related party sales	0	17	60
Total revenues	0	32	170
Cost of goods sold	0	26	147
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively)	0	(7)	15
Restructuring, impairment and plant closing costs	0	1	0
Other income, net	0	1	(1)
Total operating expenses	0	(5)	14
Income from discontinued operations before tax	0	11	9
Income tax expense	0	(3)	(1)
Net income from discontinued operations	0	8	8
Titanium Dioxide And Performance Additives Business | Discontinued Operations, Disposed of by Means Other than Sale | Corporate allocations
Revenues:
Selling, general, and administrative (includes corporate allocations from Huntsman of nil, $1 and $7, respectively)	$ 0	$ 1	$ 7

XML

Derivative Instruments and Hedging Activities (Details) € in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) DerivativeInstrument	Dec. 31, 2017 EUR (€) DerivativeInstrument
Cross currency interest rate contracts | Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Number of derivative instruments held | DerivativeInstrument		3	3
Notional amount | €			€ 169
Fixed percentage to be paid under the hedge		3.43%	3.43%
Accumulated other comprehensive gain (loss) expected to be reclassified to earnings	$ 11,000,000	$ (5,000,000)
Cross currency interest rate contracts | Designated as Hedges | Other long-term liabilities
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Fair value of the hedge	6,000,000	(5,000,000)
Forward foreign currency contracts | Not Designated as Hedges
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Notional amount	$ 89,000,000	$ 109,000,000
Maturity period of spot or forward exchange rate contracts	1 month

XML

Share-Based Compensation Plan (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) employee shares	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax expense (benefit)	$ (8)	$ 50	$ (23)
Incentive Plan 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized number of shares to be granted under the stock incentive plan | shares	12,800,000
Remaining shares available for grant | shares	11,100,000
Vesting period	3 years
Number of employees were affected by the conversion | employee	39
Number of converted award	1.33
Compensation cost from continuing operations	$ 6	3
Income tax expense (benefit)	1	1	0
Huntsman Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost from continuing operations	$ 0	$ 2	$ 2
Stock options | Incentive Plan 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term	10 years
Performance share units | Incentive Plan 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years

XML

Share-Based Compensation Plan - Assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Huntsman Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield		2.40%	5.60%
Expected volatility		56.90%	57.90%
Risk-free interest rate		2.00%	1.40%
Expected life of stock options granted during the period		5 years 10 months 24 days	5 years 10 months 24 days
Converted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield		0.00%	0.00%
Expected volatility		39.60%	39.20%
Risk-free interest rate		1.90%	1.80%
Expected life of stock options granted during the period		5 years 6 months	4 years 8 months 12 days
Incentive Plan 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Expected volatility	38.80%	41.00%
Risk-free interest rate	2.80%	2.00%
Expected life of stock options granted during the period	6 years	6 years

XML

Share-Based Compensation Plan - Stock Option Awards (Details) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Incentive Plan 2017
Shares
Outstanding in beginning of the year (in shares)	628
Granted (in shares)	412
Exercised (in shares)	0
Forfeited (in shares)	(37)
Expired (in shares)	0
Outstanding at the end of the year (in shares)	1,003	628
Exercisable at the end of the period (in shares)	290
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 12.24
Granted (in dollars per share)	21.82
Exercised (in dollars per share)	0.00
Forfeited (in dollars per share)	14.10
Expired (in dollars per share)	0.00
Outstanding at the end of the period (in dollars per share)	16.10	$ 12.24
Exercisable at the end of the period (in dollars per share)	$ 11.74
Outstanding, Weighted Average Remaining Contractual Term (in years)	8 years 6 months
Exercisable, Weighted Average Remaining Contractual Term (in years)	7 years 3 months 18 days
Outstanding, Aggregate Intrinsic Value	$ 0
Exercisable, Aggregate Intrinsic Value	$ 0
Weighted-average grant-date fair value of stock options granted (in dollars per share)	$ 9.12	$ 7.68	$ 2.21
Huntsman Plan
Weighted Average Exercise Price
Total unrecognized compensation cost	$ 3
Weighted-average period over which cost is expected to be recognized	1 year 10 months 24 days

XML

Share-Based Compensation Plan - Huntsman Plan (Details) - Performance share units - Huntsman Plan	12 Months Ended
	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average volatility rate	39.30%
Risk-free interest rate	0.90%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	2 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years

XML

Share-Based Compensation Plan - New Grants (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) $ / shares shares
Restricted stock units
Number of shares
Nonvested at the beginning of the period (in shares)	504,000
Granted (in shares)	219,000
Vested (in shares)	(251,000)
Forfeited (in shares)	(24,000)
Nonvested at the end of the period (in shares)	448,000
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share) | $ / shares	$ 13.96
Granted (in dollars per share) | $ / shares	21.83
Vested (in dollars per share) | $ / shares	12.34
Forfeited (in dollars per share) | $ / shares	14.17
Nonvested at the end of the period (in dollars per share) | $ / shares	$ 18.71
Restricted stock units were vested but not yet issued	53,779
Non-vested Shares
Weighted Average Grant-Date Fair Value
Total unrecognized compensation cost | $	$ 4
Weighted-average period over which cost is expected to be recognized	1 year 9 months 18 days

XML

Income Taxes - Provisions for Current and Deferred Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
U.K.
Current	$ 2	$ 0	$ 0
Deferred	0	0	0
Non-U.K.
Current	9	30	(9)
Deferred	(19)	20	(14)
Total income tax expense (benefit)	$ (8)	$ 50	$ (23)

XML

Income Taxes - Tax Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
(Loss) income from continuing operations before income taxes	$ (165)	$ 186	$ (108)
Expected tax expense (benefit) at U.K. statutory rate of 19%, 19% and 20%, respectively	(31)	35	(22)
Non-U.K. tax rate differentials	(7)	(1)	(19)
Other non-U.K. tax effects, including nondeductible expenses, tax effect of rate changes and transfer pricing adjustments	(5)	0	(7)
Non-taxable portion of gain on sale of businesses	0	0	(3)
Unrealized currency exchange gains and losses	0	7	1
Tax authority audits and dispute resolutions	0	1	(1)
Tax benefit of losses with valuation allowances as a result of other comprehensive income	0	0	(1)
Change in valuation allowance	39	3	27
Effects of U.S. tax reform	0	3	0
Other, net	(4)	2	2
Total income tax expense (benefit)	$ (8)	$ 50	$ (23)
Income tax statutory rate	19.00%	20.00%	20.00%

XML

Income Taxes - Narrative (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) jurisdiction	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2017 USD ($)
Income Tax
Number of non-U.S. tax jurisdictions in which the entity is operating | jurisdiction	20
Non-U.K. tax rate differentials	$ 7,000,000	$ 1,000,000	$ 19,000,000
Tax expense (benefit) from foreign exchange transactions	0	7,000,000	(1,000,000)
Gross operating loss carryforwards	1,132,000,000
Net deferred tax asset	398,000,000	420,000,000
Net operating loss carryforwards	313,000,000	325,000,000
Valuation allowance on net deferred tax assets	220,000,000	253,000,000
Non-current deferred tax assets	178,000,000	167,000,000
Unrecognized tax benefits which, if recognized, would affect the effective tax rate	$ 14,000,000	13,000,000	11,000,000
Number of months from the reporting date during which unrecognized tax benefit would result in change in income tax	12 months
U.S. income tax reform	$ 0	34,000,000	0
France
Income Tax
Establishment (release) of allowance			$ (6,000,000)
Spain
Income Tax
Establishment (release) of allowance	(5,000,000)
Finland(2)
Income Tax
Establishment (release) of allowance	54,000,000
United States
Income Tax
Provisional income tax expense, Tax Cuts and Jobs Act of 2017		3,000,000
Deferred tax asset, provisional income tax expense		3,000,000
Deferred tax asset due to basis step up				$ 77,000,000
Deferred tax asset due to basis set up, Tax Cuts and Jobs Act of 2017		36,000,000
Aggregate income tax provision				$ 73,000,000
U.S. income tax reform		$ 34,000,000
Minimum
Income Tax
Decrease in the unrecognized tax benefits reasonably possible, low end of range	0
Maximum
Income Tax
Decrease in the unrecognized tax benefits reasonably possible, low end of range	2,000,000
Expiration in 2018
Income Tax
Gross operating loss carryforwards	$ 157,000,000

XML

Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
U.K.	$ 80	$ 76	$ (20)
Non-U.K.	(245)	110	(88)
(Loss) income from continuing operations before income taxes	$ (165)	$ 186	$ (108)

XML

Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Deferred income tax assets:
Net operating loss carryforwards	$ 313	$ 325
Pension and other employee compensation	48	50
Property, plant and equipment	28	47
Intangible assets	6	13
Other, net	43	41
Total	438	476
Total deferred income tax liabilities:
Property, plant and equipment	(32)	(55)
Pension and other employee compensation	(4)	0
Other, net	(4)	(1)
Total	(40)	(56)
Net deferred tax assets before valuation allowance	398	420
Valuation allowance	(220)	(253)
Net deferred tax assets	178	167
Non-current deferred tax assets	178	167
Non-current deferred tax liabilities	0	0
Net deferred tax assets	$ 178	$ 167

XML

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of unrecognized tax benefits
Unrecognized tax benefits as of January 1	$ 23	$ 20	$ 22
Gross increases and decreases—tax positions taken during a prior period	2	0	0
Gross increases and decreases—tax positions taken during the current period	0	1	(1)
Decreases related to settlements of amounts due to tax authorities	0	0	0
Reductions resulting from the lapse of statutes of limitation	(7)	0	0
Foreign currency movements		2
Foreign currency movements	(1)		(1)
Unrecognized tax benefits as of December 31,	$ 17	$ 23	$ 20

XML

Employee Benefit Plans - Narrative (Details) - Defined Benefit Plans - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
EMPLOYEE BENEFIT PLANS
Projected benefit obligation	$ 1,021	$ 1,136	$ 1,053
Fair value of plan assets	813	906	$ 790
U.S. Plans
EMPLOYEE BENEFIT PLANS
Projected benefit obligation	$ 10	11
Percentage of US portion of projected benefit obligation	1.00%
Fair value of plan assets	$ 7	$ 8
Percentage of US portion of fair value of plan assets	1.00%

XML

Employee Benefit Plans - Funded Status (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018	Dec. 31, 2017
Amounts recognized in balance sheet:
Noncurrent asset				$ 46	$ 1
Defined Benefit Plans
Change in benefit obligation
Benefit obligation at beginning of year	$ 1,136	$ 1,053
Service cost	5	5	$ 4
Interest cost	25	25	31
Actuarial gain	(60)	(1)
Gross benefits paid	(58)	(55)
Plan amendments	6	0
Exchange rates	(56)	116
Curtailments	23	(4)
Transfers	0	(3)
Benefit obligation at end of year	1,021	1,136	1,053
Accumulated benefit obligation at end of year				983	1,091
Change in plan assets
Fair value of plan assets at beginning of year	906	790
Actual return on plan assets	(34)	63
Employer contribution	47	29
Gross benefits paid	(58)	(55)
Transfers	0	(5)
Exchange rates	(48)	84
Fair value of plan assets at end of year	813	906	790
Funded status
Fair value of plan assets	906	790	790	813	906
Benefit obligation	(1,136)	(1,053)	(1,053)	(1,021)	(1,136)
Accrued benefit cost				(208)	(230)
Amounts recognized in balance sheet:
Noncurrent asset				46	1
Current liability				(1)	(1)
Noncurrent liability				(253)	(230)
Total				(208)	(230)
Amounts recognized in accumulated other comprehensive loss:
Net actuarial loss (gain)				302	296
Prior service cost (credit)				11	7
Total				313	303
Amounts in accumulated other comprehensive (loss) income that are expected to be recognized as components of net periodic benefit cost during the next fiscal year
Actuarial loss				15
Prior service cost				1
Total				16
Components of net periodic benefit cost
Service cost	5	5	4
Interest cost	25	25	31
Expected return on plan assets	(47)	(43)	(39)
Amortization of actuarial loss	15	16	10
Amortization of prior service cost	3	1	1
Curtailment loss (gain)	23	(4)	0
Net periodic benefit cost	24	0	7
Other Postretirement Benefit Plans
Change in benefit obligation
Benefit obligation at beginning of year	3	3
Service cost	0	0
Interest cost	0	0
Actuarial gain	0	0
Gross benefits paid	0	0
Plan amendments	0	0
Exchange rates	0	0
Curtailments	0	0
Transfers	0	0
Benefit obligation at end of year	3	3	3
Change in plan assets
Fair value of plan assets at beginning of year	0	0
Actual return on plan assets	0	0
Employer contribution	0	0
Gross benefits paid	0	0
Transfers	0	0
Exchange rates	0	0
Fair value of plan assets at end of year	0	0	0
Funded status
Fair value of plan assets	0	0	0	0	0
Benefit obligation	(3)	(3)	(3)	(3)	(3)
Accrued benefit cost				(3)	(3)
Amounts recognized in balance sheet:
Noncurrent asset				0	0
Current liability				0	0
Noncurrent liability				(3)	(3)
Total				(3)	(3)
Amounts recognized in accumulated other comprehensive loss:
Net actuarial loss (gain)				(4)	(4)
Prior service cost (credit)				(1)	(1)
Total				(5)	$ (5)
Amounts in accumulated other comprehensive (loss) income that are expected to be recognized as components of net periodic benefit cost during the next fiscal year
Actuarial loss				0
Prior service cost				0
Total				$ 0
Components of net periodic benefit cost
Service cost	0	0
Interest cost	0	0
Amortization of actuarial loss	0	1	0
Amortization of prior service cost	0	(3)	0
Net periodic benefit cost	$ 0	$ (2)	$ 0

XML

Employee Benefit Plans - Net Periodic Cost and OCI (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Rate of compensation increase
Health care trend rate (as a percent)	4.90%	6.75%
Ultimate health care trend rate (as a percent)	3.90%
Defined Benefit Plans
Amounts recognized in net periodic benefit cost and other comprehensive income (loss)
Current year actuarial gain (loss)	$ 45	$ (24)	$ 86
Amortization of actuarial loss	(15)	(16)	(11)
Current year prior service cost	5	0	0
Amortization of prior service cost	(3)	(1)	(1)
Curtailment effects	(23)	4	0
Other	0	(3)	0
Total recognized in other comprehensive income (loss)	9	(40)	74
Amount related to discontinued operations	0	0	(8)
Total recognized in other comprehensive income (loss) from continuing operations	9	(40)	66
Net periodic benefit cost	24	0	7
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$ 33	$ (40)	$ 81
Projected benefit obligation:
Discount rate	2.38%	2.21%	2.28%
Rate of compensation increase	3.69%	3.74%	3.79%
Rate of compensation increase
Discount rate	2.21%	1.86%	3.27%
Rate of compensation increase	3.74%	3.53%	3.24%
Expected return on plan assets	5.23%	5.71%	5.22%
Other Postretirement Benefit Plans
Amounts recognized in net periodic benefit cost and other comprehensive income (loss)
Current year actuarial gain (loss)	$ 0	$ (1)	$ 0
Amortization of actuarial loss	0	(1)	0
Current year prior service cost	0	0	(2)
Amortization of prior service cost	0	3	0
Total recognized in other comprehensive income (loss)	0	1	(2)
Net periodic benefit cost	0	(2)	0
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$ 0	$ (1)	$ (2)
Projected benefit obligation:
Discount rate	3.50%	3.38%	3.72%
Rate of compensation increase
Discount rate	3.30%	3.72%	6.94%

XML

Employee Benefit Plans - Projected Benefit Obligation (Details) - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plans
Projected benefit obligations in excess of plan assets
Projected benefit obligation	$ 385	$ 364
Fair value of plan assets	131	133
Accumulated benefit obligation in excess of plan assets
Projected benefit obligation	385	364
Accumulated benefit obligation	375	355
Fair value of plan assets	131	$ 133
2019 expected employer contributions:
To plan trusts	25
Expected benefit payments:
2019	38
2020	41
2021	43
2022	44
2023	46
2024-2027	236
Other Postretirement Benefit Plans
2019 expected employer contributions:
To plan trusts	0
Expected benefit payments:
2019	0
2020	0
2021	0
2022	0
2023	0
2024-2027	$ 1

XML

Employee Benefit Plans - Fair Value of Plan Assets (Details) - Defined Benefit Plans - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2018	Dec. 31, 2017
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	$ 906	$ 790	$ 790	$ 813	$ 906
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	906	790
Fair value of plan assets at end of year	$ 813	$ 906	$ 790
Expected long term rate of return on the pension assets (as a percent)	5.23%	5.71%	5.22%
Target allocation 2019				100.00%
Allocation (as a percent)				100.00%	100.00%
Minimum
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Expected long term rate of return on the pension assets (as a percent)	5.22%
Maximum
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Expected long term rate of return on the pension assets (as a percent)	5.71%
Recurring basis
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	$ 906	$ 906		$ 813	$ 906
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	906
Fair value of plan assets at end of year	813	906
Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	298	298		260	298
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	298
Fair value of plan assets at end of year	260	298
Recurring basis | Significant Other Observable Inputs (Level 2)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	571	571		518	571
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	571
Fair value of plan assets at end of year	518	571
Recurring basis | Significant Unobservable Inputs (Level 3)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	37	37		$ 35	$ 37
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	37
Fair value of plan assets at end of year	35	37
Equities
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Target allocation 2019				29.00%
Allocation (as a percent)				26.00%	29.00%
Equities | Recurring basis
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	265	265		$ 213	$ 265
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	265
Fair value of plan assets at end of year	213	265
Equities | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	252	252		202	252
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	252
Fair value of plan assets at end of year	202	252
Equities | Recurring basis | Significant Other Observable Inputs (Level 2)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	13	13		11	13
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	13
Fair value of plan assets at end of year	11	13
Equities | Recurring basis | Significant Unobservable Inputs (Level 3)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	0	0		$ 0	$ 0
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	0
Fair value of plan assets at end of year	0	0
Fixed income
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Target allocation 2019				61.00%
Allocation (as a percent)				64.00%	66.00%
Fixed income | Recurring basis
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	598	598		$ 547	$ 598
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	598
Fair value of plan assets at end of year	547	598
Fixed income | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	41	41		39	41
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	41
Fair value of plan assets at end of year	39	41
Fixed income | Recurring basis | Significant Other Observable Inputs (Level 2)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	550	550		501	550
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	550
Fair value of plan assets at end of year	501	550
Fixed income | Recurring basis | Significant Unobservable Inputs (Level 3)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	7	6	$ 6	$ 7	$ 7
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	7	6
Return on pension plan assets	0	1
Purchases, sales and settlements	0	0
Transfers (out of) into Level 3	0	0
Fair value of plan assets at end of year	7	7	6
Real estate/other
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Target allocation 2019				1.00%
Allocation (as a percent)				1.00%	4.00%
Real estate/other | Recurring basis
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	33	33		$ 34	$ 33
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	33
Fair value of plan assets at end of year	34	33
Real estate/other | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	0	0		0	0
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	0
Fair value of plan assets at end of year	0	0
Real estate/other | Recurring basis | Significant Other Observable Inputs (Level 2)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	3	3		6	3
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	3
Fair value of plan assets at end of year	6	3
Real estate/other | Recurring basis | Significant Unobservable Inputs (Level 3)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	30	27	27	28	30
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	30	27
Return on pension plan assets	(1)	5
Purchases, sales and settlements	(1)	(2)
Transfers (out of) into Level 3	0	0
Disposals	0	0
Fair value of plan assets at end of year	28	30	$ 27
Cash and cash equivalents | Recurring basis
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	10	10		19	10
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	10
Fair value of plan assets at end of year	19	10
Cash and cash equivalents | Recurring basis | Fair Value Amounts Using Quoted Prices in Active Markets for Identical Assets (Level 1)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	5	5		19	5
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	5
Fair value of plan assets at end of year	19	5
Cash and cash equivalents | Recurring basis | Significant Other Observable Inputs (Level 2)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	5	5		0	5
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	5
Fair value of plan assets at end of year	0	5
Cash and cash equivalents | Recurring basis | Significant Unobservable Inputs (Level 3)
EMPLOYEE BENEFIT PLANS
Fair value of plan assets	0	0		$ 0	$ 0
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Fair value of plan assets at beginning of year	0
Fair value of plan assets at end of year	$ 0	$ 0
Cash
Fair Value Measurements of Plan Assets Using Significant Unobservable Inputs (Level 3)
Target allocation 2019				9.00%
Allocation (as a percent)				9.00%	1.00%

XML

Employee Benefit Plans - Benefit and Defined Contribution Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
U.S. Plans
EMPLOYEE BENEFIT PLANS
Period of additional annual pay credits	5 years
Non-discretionary employer contributions (as a percent)	6.00%
Total defined contribution expense	$ 3	$ 3	$ 1
Non-U.S. Plans
EMPLOYEE BENEFIT PLANS
Total defined contribution expense	$ 8	$ 8	$ 7
Huntsman U. K. Pension Plan
EMPLOYEE BENEFIT PLANS
Transition period for contributions	5 years
Non-U.S. Salary Deferral Plan
EMPLOYEE BENEFIT PLANS
Total employer matching contribution (as a percent)	15.00%
U.S. Salary Deferral Plan for New Hires
EMPLOYEE BENEFIT PLANS
Non-discretionary employer contributions (as a percent)	6.00%
Employer match of employee contribution (as a percent)	100.00%
Minimum | U.S. Plans
EMPLOYEE BENEFIT PLANS
Annual pay credits, percentage of eligible pay	4.00%
Additional annual pay credits, percentage of eligible pay for participants in the plan on July 1, 2004	1.00%
Maximum | U.S. Plans
EMPLOYEE BENEFIT PLANS
Annual pay credits, percentage of eligible pay	12.00%
Additional annual pay credits, percentage of eligible pay for participants in the plan on July 1, 2004	8.00%
Total employer matching contribution (as a percent)	4.00%
Total company contribution (as a percent)	10.00%
Maximum | Non- U.S. Salary Deferral for Plan New Hires
EMPLOYEE BENEFIT PLANS
Total employer matching contribution (as a percent)	12.00%
Maximum | Non-U.S. Money Purchase Pension Plan
EMPLOYEE BENEFIT PLANS
Total employer matching contribution (as a percent)	8.00%
Maximum | U.S. Salary Deferral Plan for New Hires
EMPLOYEE BENEFIT PLANS
Total employer matching contribution (as a percent)	4.00%
Total company contribution (as a percent)	10.00%

XML

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Huntsman | Corporate allocations
RELATED PARTY TRANSACTIONS
Selling, general and administrative expenses	$ 0	$ 62	$ 104
LPC
RELATED PARTY TRANSACTIONS
Related party sales	65	64	67
Purchases of finished goods	$ 167	$ 158	$ 158

XML

Commitments and Contingencies - Purchase Commitments and Operating Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Minimum contracts period which require minimum volume purchases	1 year
Minimum payments under purchase commitments	$ 0	$ 2	$ 1
Purchase commitments:
2019	110
2020	105
2021	62
2022	61
2023	6
Thereafter	25
Operating Leases
Rent expense under operating lease	16	$ 13	$ 9
Future minimum lease payments
2019	13
2020	11
2021	9
2022	6
2023	4
Thereafter	40
Total	$ 83

XML

Environmental, Health and Safety Matters (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
Capital expenditures for EHS matters	$ 9	$ 10	$ 11
Environmental reserves	$ 12	$ 12

XML

Other Comprehensive Loss - Other Comprehensive Loss (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	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	$ 728,000,000
Amounts attributable to noncontrolling interests	10,000,000
Amounts attributable to Venator	1,095,000,000
Other comprehensive (loss) income, net of tax	(90,000,000)	140,000,000	(22,000,000)
Balance at the end of the period	855,000,000	1,105,000,000	177,000,000
Amounts attributable to noncontrolling interests	8,000,000	10,000,000
Amounts attributable to Venator	847,000,000	1,095,000,000
Total
Components of other comprehensive loss
Balance at the beginning of the period	(283,000,000)	(423,000,000)
Adjustment due to discontinued operations	0	29,000,000
Tax expense	0	(3,000,000)
Other comprehensive (loss) income before reclassifications	(106,000,000)	100,000,000
Tax expense	(2,000,000)	(1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	18,000,000	15,000,000
Tax expense	0	0
Other comprehensive (loss) income, net of tax	(90,000,000)	140,000,000
Balance at the end of the period	(373,000,000)	(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)
Adjustment due to discontinued operations	0	5,000,000
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	(90,000,000)	101,000,000
Tax expense	0	0
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax expense	0	0
Other comprehensive (loss) income, net of tax	(90,000,000)	106,000,000
Balance at the end of the period	(96,000,000)	(6,000,000)	(112,000,000)
Foreign currency translation adjustment, tax	0	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)
Adjustment due to discontinued operations	0	24,000,000
Tax expense	0	(3,000,000)
Other comprehensive (loss) income before reclassifications	(27,000,000)	4,000,000
Tax expense	(2,000,000)	(1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	18,000,000	15,000,000
Tax expense	0	0
Other comprehensive (loss) income, net of tax	(11,000,000)	39,000,000
Balance at the end of the period	(278,000,000)	(267,000,000)	(306,000,000)
Pension and other postretirement benefits adjustments, tax	50,000,000	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)
Adjustment due to discontinued operations	0	0
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	0	0
Tax expense	0	0
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax expense	0	0
Other comprehensive (loss) income, net of tax	0	0
Balance at the end of the period	(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)	0
Adjustment due to discontinued operations	0	0
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	11,000,000	(5,000,000)
Tax expense	0	0
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax expense	0	0
Other comprehensive (loss) income, net of tax	11,000,000	(5,000,000)
Balance at the end of the period	6,000,000	(5,000,000)	0
Amounts attributable to noncontrolling interests
Components of other comprehensive loss
Balance at the beginning of the period	10,000,000	12,000,000	17,000,000
Amounts attributable to noncontrolling interests	0	0
Adjustment due to discontinued operations	0	0
Tax expense	0	0
Other comprehensive (loss) income before reclassifications	0	0
Tax expense	0	0
Amounts reclassified from accumulated other comprehensive loss, gross	0	0
Tax expense	0	0
Other comprehensive (loss) income, net of tax	0	0
Balance at the end of the period	8,000,000	10,000,000	12,000,000
Amounts attributable to noncontrolling interests	0	0	0
Amounts attributable to Venator
Components of other comprehensive loss
Balance at the beginning of the period	(283,000,000)	(423,000,000)	(401,000,000)
Amounts attributable to Venator	(283,000,000)	(423,000,000)
Adjustment due to discontinued operations	0	29,000,000
Tax expense	0	(3,000,000)
Other comprehensive (loss) income before reclassifications	(106,000,000)	100,000,000
Tax expense	(2,000,000)	(1,000,000)
Amounts reclassified from accumulated other comprehensive loss, gross	18,000,000	15,000,000
Tax expense	0	0
Other comprehensive (loss) income, net of tax	(90,000,000)	140,000,000	(22,000,000)
Balance at the end of the period	(373,000,000)	(283,000,000)	(423,000,000)
Amounts attributable to Venator	$ (373,000,000)	$ (283,000,000)	$ (423,000,000)

XML

Other Comprehensive Loss - Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Pension and other postretirement benefits adjustments, net of tax
Reclassification from accumulated other comprehensive loss
Total before tax	$ 18	$ 15
Income tax (expense) benefit	0	0
Net of tax	18	15
Actuarial loss
Reclassification from accumulated other comprehensive loss
Total before tax	15	17
Prior service cost
Reclassification from accumulated other comprehensive loss
Total before tax	$ 3	$ (2)

XML

Operating Segment Information - Financial Information by Segment (Details) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) segment	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
OPERATING SEGMENT INFORMATION
Number of reportable segments | segment									2
Revenues:
Revenues									$ 2,265	$ 2,209	$ 2,139
Segment Adjusted EBITDA
Segment adjusted EBITDA									436	395	77
Reconciliation of adjusted EBITDA to net (loss) income:
Interest expense									(53)	(100)	(59)
Interest income									13	60	15
Income tax benefit (expense)—continuing operations									8	(50)	23
Depreciation and amortization									(132)	(127)	(114)
Net income attributable to noncontrolling interests									6	10	10
Other adjustments:
Business acquisition and integration expenses									(20)	(5)	(11)
Separation expense, net									(2)	(7)	0
U.S. income tax reform									0	34	0
Net income of discontinued operations, net of tax									0	8	8
(Loss) gain on disposition of business/assets									(2)	0	22
Certain legal settlements and related expenses									0	(1)	(2)
Amortization of pension and postretirement actuarial losses									(15)	(17)	(10)
Net plant incident credits (costs)									232	(4)	(1)
Restructuring, impairment and plant closing and transition costs	$ (55)	$ (428)	$ (136)	$ (9)	$ (3)	$ (16)	$ (7)	$ (26)	(628)	(52)	(35)
Net (loss) income	(69)	$ (366)	$ 198	$ 80	70	$ 53	$ 34	$ (13)	(157)	144	(77)
Depreciation and Amortization:
Depreciation and amortization									132	127	114
Capital Expenditures:
Capital Expenditures									326	197	103
Total Assets
Total Assets	2,485				2,847				2,485	2,847	2,535
Operating segments | Titanium Dioxide
Revenues:
Revenues									1,666	1,604	1,554
Segment Adjusted EBITDA
Segment adjusted EBITDA									417	387	61
Reconciliation of adjusted EBITDA to net (loss) income:
Depreciation and amortization									(93)	(85)	(87)
Depreciation and Amortization:
Depreciation and amortization									93	85	87
Capital Expenditures:
Capital Expenditures									301	178	73
Total Assets
Total Assets	1,631				1,794				1,631	1,794	1,561
Operating segments | Performance Additives
Revenues:
Revenues									599	605	585
Segment Adjusted EBITDA
Segment adjusted EBITDA									62	72	69
Reconciliation of adjusted EBITDA to net (loss) income:
Depreciation and amortization									(27)	(36)	(19)
Depreciation and Amortization:
Depreciation and amortization									27	36	19
Capital Expenditures:
Capital Expenditures									24	17	30
Total Assets
Total Assets	592				703				592	703	764
Corporate and Other
Segment Adjusted EBITDA
Segment adjusted EBITDA									(43)	(64)	(53)
Reconciliation of adjusted EBITDA to net (loss) income:
Depreciation and amortization									(12)	(6)	(8)
Depreciation and Amortization:
Depreciation and amortization									12	6	8
Capital Expenditures:
Capital Expenditures									1	2	0
Total Assets
Total Assets	$ 262				$ 350				$ 262	$ 350	$ 210

XML

Operating Segment Information - Revenues and Long-Lived Assets By Geographic Area (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Revenues and long-lived assets
Revenues	$ 2,265		$ 2,209		$ 2,139
Long-lived assets	994	[1]	1,367	[1]	1,178
United States
Revenues and long-lived assets
Revenues	518		526		491
Long-lived assets	111		253		263
Germany
Revenues and long-lived assets
Revenues	257		230		210
Long-lived assets	263		256		215
China
Revenues and long-lived assets
Revenues	131		112		113
Italy
Revenues and long-lived assets
Revenues	126		126		130
Long-lived assets	164		170		155
United Kingdom
Revenues and long-lived assets
Revenues	116		114		102
Long-lived assets	180		208		198
Spain
Revenues and long-lived assets
Revenues	96		86		79
France
Revenues and long-lived assets
Revenues	89		94		98
India
Revenues and long-lived assets
Revenues	65		63		54
Canada
Revenues and long-lived assets
Revenues	55		56		59
Finland(2)
Revenues and long-lived assets
Long-lived assets	69		257		146
Other nations
Revenues and long-lived assets
Revenues	812		802		803
Long-lived assets	$ 207		$ 223		$ 201

[1] At December 31, 2018 and 2017 respectively, $5 each of cash and cash equivalents, $5 and $7 of accounts receivable (net), $1 and $2 of inventories, $5 each of property, plant and equipment (net), $14 and $17 of intangible assets (net), $1 each of accounts payable, $4 each of accrued liabilities, and $2 each of current portion of debt from consolidated variable interest entities are included in the respective balance sheet captions above. See “Note 8. Variable Interest Entities.”

XML

Selected Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 484	$ 533	$ 626	$ 622	$ 528	$ 582	$ 562	$ 537	$ 2,265	$ 2,209	$ 2,139
Cost of goods sold	440	463	193	454	388	448	480	465	1,550	1,744	1,989
Restructuring, impairment and plant closing and transition costs	55	428	136	9	3	16	7	26	628	52	35
(Loss) income from continuing operations	(69)	(366)	198	80	70	53	34	(21)	(157)	136	(85)
Net (loss) income	(69)	(366)	198	80	70	53	34	(13)	(157)	144	(77)
Net (loss) income attributable to Venator	$ (69)	$ (368)	$ 196	$ 78	$ 68	$ 51	$ 31	$ (16)	$ (163)	$ 134	$ (87)
Basic income (loss) per share:
(Loss) income from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)	$ (0.65)	$ (3.46)	$ 1.84	$ 0.73	$ 0.64	$ 0.48	$ 0.29	$ (0.23)	$ (1.53)	$ 1.19	$ (0.89)
Net (loss) income attributable to Venator Materials PLC ordinary shareholders (USD per share)	(0.65)	(3.46)	1.84	0.73	0.64	0.48	0.29	(0.15)	(1.53)	1.26	(0.82)
Diluted (loss) income per share:
(Loss) income per share from continuing operations attributable to Venator Materials PLC ordinary shareholders (USD per share)	(0.65)	(3.46)	1.84	0.73	0.64	0.48	0.29	(0.23)	(1.53)	1.18	(0.89)
Net (loss) income per share attributable to Venator Materials PLC ordinary shareholders (USD per share)	$ (0.65)	$ (3.46)	$ 1.84	$ 0.73	$ 0.64	$ 0.48	$ 0.29	$ (0.15)	$ (1.53)	$ 1.26	$ (0.82)

XML

Schedule II—Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 5	$ 4	$ 4
Charges to cost and expenses	1	1	0
Charged to other accounts	0	0	0
Deductions	(1)	0	0
Balance at end of period	$ 5	$ 5	$ 4