Venator Announces Fourth Quarter and Full-Year 2018 Results

WYNYARD, UK, Feb. 20, 2019 /PRNewswire/ --

Fourth Quarter 2018 Highlights

    --  Net loss attributable to Venator of $69 million, including a
        restructuring charge of $55 million and adjusted net income of $19
        million
    --  Adjusted EBITDA of $45 million
    --  Diluted loss per share of $0.65 and adjusted diluted earnings per share
        of $0.18

Full-Year 2018 Highlights

    --  Net loss attributable to Venator of $163 million, including a
        restructuring charge of $628 million, and adjusted net income of $235
        million
    --  Adjusted EBITDA of $436 million
    --  Diluted loss per share of $1.53 and adjusted diluted earnings per share
        of $2.20

Strategic Developments

    --  Successful completion of actions to deliver the fixed cost reduction
        target as part of the 2017 Business Improvement Program
    --  Commenced the 2019 Business Improvement Program, which is anticipated to
        generate annual run-rate savings of approximately $40 million in 2020
        and deliver a $60 million reduction in working capital in 2019
    --  Selling prices for specialty TiO2 remain robust and we are progressing
        the transfer of our specialty technology from Pori to other sites in our
        network

                                                                                          
          
            Three months ended                           Twelve months ended



                                                                            
          
            December 31,                     September             
     
             December 31,
                                                                                                                              30, 2018




       
              
                (In millions, except per share amounts)       2018                       2017                                                                       2018   2017

    ---


       Revenues                                                                       $
          484                                       $
        528                             $
          533         $
          2,265   $
         2,209





       Net (loss) income attributable to Venator                                     $
          (69)                                       $
        68                           $
          (368)        $
          (163)    $
         134



       Adjusted net income(1)                                                          $
          19                                        $
        65                              $
          34           $
          235     $
         186



       Adjusted EBITDA(1)                                                              $
          45                                       $
        118                              $
          77           $
          436     $
         395





       Diluted (loss) earnings per share(1)                                        $
          (0.65)                                     $
        0.64                          $
          (3.46)       $
          (1.53)   $
         1.26



       Adjusted diluted earnings per share(1)                                        $
          0.18                                      $
        0.61                            $
          0.32          $
          2.20    $
         1.74




        Net cash (used in) provided by operating activities from continuing
         operations                                                                   $
          (24)                                      $
        157                               $
          1           $
          282     $
         337



       Free cash flow(3)                                                             $
          (79)                                       $
        80                           $
          (103)         $
          (38)    $
         212

See end of press release for footnote explanations

Venator Materials PLC ("Venator") (NYSE: VNTR) today reported fourth quarter 2018 results with revenues of $484 million, net loss attributable to Venator of $69 million, including a restructuring charge of $55 million, adjusted net income of $19 million and adjusted EBITDA of $45 million.

Simon Turner, President and CEO of Venator, commented:
"Fourth quarter seasonality was amplified by a softer titanium dioxide environment principally related to customer destocking in China and Europe and higher raw material and energy costs, although the effect of customer destocking decelerated from the third quarter into the fourth. In response to the current economic environment and a reduced TiO2 manufacturing footprint, we have commenced a new comprehensive cost and operational improvement program. These actions are designed to improve profitability, starting with the rationalization of senior leadership and simplification of organizational structure.

"As we aggressively manage costs under the 2019 Business Improvement Program, we remain focused on transferring our specialty TiO2 technology from Pori to other sites within our network which, combined with other cost actions, should strengthen our cash flow generation throughout the cycle. We continue to explore measures within our portfolio to unlock shareholder value.

"Notwithstanding global economic uncertainty, longer-term industry fundamentals remain positive and we believe these actions will better position Venator for the future."

Segment Analysis for 4Q18 Compared to 4Q17

Titanium Dioxide
The Titanium Dioxide segment generated revenue of $366 million in the three months ended December 31, 2018, a decrease of $21 million, or 5%, compared to the same period in 2017. The decrease was primarily due to a 6% decrease in sales volumes and a 1% unfavorable impact of foreign currency translation, partially offset by a 1% increase in average selling prices and a 1% improvement due to mix and other. Sales volumes decreased primarily due to lower demand for functional product grades relating to customer destocking and lower availability of certain specialty grade products. Average selling prices for specialty product grades increased in the quarter.

Adjusted EBITDA for the Titanium Dioxide segment was $52 million, a decrease of $67 million for the three months ended December 31, 2018 compared to the same period in 2017, or a decrease of $34 million after excluding $33 million of lost earnings attributable to our Pori, Finland facility, which were reimbursed through insurance proceeds in the 2017 period. A decline in volumes and higher raw material and energy costs contributed to the decline in earnings, partially offset by a $4 million benefit from our Business Improvement Program.

In the fourth quarter of 2018, the Titanium Dioxide segment incurred a $52 million pre-tax restructuring expense, of which approximately $50 million is non-cash relating to Pori accelerated depreciation and other.

Performance Additives
The Performance Additives segment generated $118 million of revenue in the three months ended December 31, 2018, which is $23 million, or 16%, lower compared to the same period in 2017. The decrease was the result of a 13% decrease in volumes, a 1% decline in average selling prices, a 1% unfavorable impact from foreign currency translation and a 1% decrease due to mix and other. The decline in volumes was primarily the result of customer destocking in Functional Additives, the restructuring of our North American business and the discontinuation of sales of a product to a Timber Treatment customer.

Adjusted EBITDA for the Performance Additives segment was $3 million, a decrease of $12 million for the three months ended December 31, 2018 compared to the same period in 2017, primarily as a result of destocking and higher raw material and energy costs, partially offset by a $1 million benefit 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 $10 million, or $6 million lower for the three months ended December 31, 2018 than the same period in 2017 as a result of non-recurring operational expenses incurred during the fourth quarter of 2017. We expect Corporate and Other to be approximately $50 million for the full year 2019.

Tax Items
We recorded an income tax benefit of $18 million and $8 million for the three and twelve months ended December 31, 2018, respectively, compared to an income tax expense of $24 million and $50 million for the three and twelve months ended December 31, 2017, respectively. Our adjusted effective tax rate was 11% for the twelve months ended December 31, 2018 compared to 18% for the same period in 2017.

Our income taxes are significantly affected by the mix of income and losses in tax jurisdictions in which we operate. We continue to expect our adjusted long-term effective tax rate will be approximately 15% to 20%. We expect our near-term cash tax rate will be between 10% to 15%.

Liquidity and Capital Resources
As of December 31, 2018, we had cash and cash equivalents of $165 million compared with $251 million as of September 30, 2018 and $238 million as of December 31, 2017. In addition, we have in place an undrawn asset based revolving credit facility available for our working capital needs and general corporate purposes with an available borrowing base of $259 million as of December 31, 2018.

As of December 31, 2018, net debt was $583 million compared to $497 million as of September 30, 2018 and $519 million as of December 31, 2017. In the fourth quarter of 2018, capital expenditures, excluding Pori, were $42 million or $114 million for the twelve months ended December 31, 2018. We expect total capital expenditures, including spending related to the transfer of production from Pori to other sites in our network, to be approximately $130 million in 2019. We are taking steps to increase our liquidity to help fund the capital requirements for the Pori transfer and shutdown and other general corporate purposes.

Earnings Conference Call Information
We will hold a conference call to discuss our fourth quarter and full-year 2018 results on Wednesday, February 20, 2019 at 8:00 a.m. ET.


               Call-in numbers for the
                conference call:



              U.S. participants                        1-833-366-1118


               International participants               1-412-902-6770


               (No passcode required)

In order to facilitate the registration process, you may use the following link to pre-register for the conference call. Callers who pre-register will be given a unique PIN and separate call-in number to gain immediate access to the call and bypass the live operator. To pre-register, please go to:

http://dpregister.com/10128193

Webcast Information
The conference call will be available via webcast and can be accessed from the company's website at venatorcorp.com/investor-relations.

Replay Information
The conference call will be available for replay beginning February 20, 2019 and ending February 27, 2019.


               Call-in numbers for the replay:



              U.S. participants                  
              1-877-344-7529


               International participants         
              1-412-317-0088



              Passcode                                              10128193

Upcoming Conferences
During the first quarter of 2019, a member of management is expected to present at the JP Morgan 2019 Global High Yield & Leveraged Finance Conference on February 26, the Bank of America Merrill Lynch 2019 Global Agriculture and Materials Conference on February 27 and the 9th Annual Alembic Global Advisors Deer Valley Conference on February 28-March 1, 2019. A webcast of the presentations, if applicable, along with accompanying materials will be available at venatorcorp.com/investor-relations.



       
                Table 1 - Results of Operations




                                                                                          Three months ended                    Twelve months ended


                                                                                             December 31,                           December 31,


                                    (In millions, except per share amounts)  2018                            2017       2018                           2017

    ---


       
                Revenues                                                      $
       
                484                     $
        
                528          $
      
           2,265  $
     
          2,209



       Cost of goods sold                                                    440                                   387                              1,550                1,744



       Operating expenses                                                     64                                    68                                218                  226



       Restructuring, impairment, and plant closing and transition costs      55                                     3                                628                   52




       
                Operating (loss) income                                 (75)                                   70                              (131)                 187



       Interest expense, net                                                (10)                                 (11)                              (40)                (40)



       Other income                                                          (2)                                   35                                  6                   39




       
                (Loss) income before income taxes                       (87)                                   94                              (165)                 186



       Income tax benefit (expense)                                           18                                  (24)                                 8                 (50)




       
                (Loss) income from continuing operations                (69)                                   70                              (157)                 136



       Income from discontinued operations, net of tax                                                                                                                    8




       
                Net (loss) income                                       (69)                                   70                              (157)                 144



       Net income attributable to noncontrolling interests, net of tax                                            (2)                               (6)                (10)



       
                Net (loss) income attributable to Venator                    $
       
                (69)                     $
        
                68          $
      
           (163)   $
     
          134






       
                Adjusted EBITDA(1)                                                   $
              45                            $
              118                 $
         436        $
        395



       
                Adjusted net income(1)                                               $
              19                             $
              65                 $
         235        $
        186





       
                Basic (loss) earnings per share                                  $
              (0.65)                          $
              0.64              $
         (1.53)      $
        1.26



       
                Diluted (loss) earnings per share(1)                             $
              (0.65)                          $
              0.64              $
         (1.53)      $
        1.26



       
                Adjusted earnings per share(1)                                     $
              0.18                           $
              0.61                $
         2.21       $
        1.75



       
                Adjusted diluted earnings per share(1)                             $
              0.18                           $
              0.61                $
         2.20       $
        1.74





       
                Ordinary share information(1):



       Basic shares outstanding                                            106.4                                 106.3                              106.4                106.3



       Diluted shares                                                      106.5                                 106.7                              106.7                106.7

See end of press release for footnote explanations



       
                Table 2 - Results of Operations by Segment




                                                                               Three months ended                                          Twelve months ended


                                                                                  December 31,               Better /                      December 31,              Better /


                                    (In millions)                  2018                           2017             (Worse)            2018               2017               (Worse)

    ---

                     Segment Revenues:


        Titanium Dioxide                                                     $
              366                                   $
     387                    (5)
                                                                                                                                                                                                                               %
                                                                                                                                                         %                               $
       1,666               $
       1,604     4


        Performance                                                 118                                  141                          (16)                       599                               605   (1)
         Additives
                                                                                                                                       %                                                               %


                     Total                                              $
      
                484                               $
     
       528                    (8)                        $
        
         2,265        $
        
         2,209     3


                                                                                                                                                         %                                                                     %





                     Segment Adjusted
                      EBITDA(1):


        Titanium Dioxide                                                      $
              52                                   $
     119                   (56)
                                                                                                                                                                                                                               %
                                                                                                                                                         %                                 $
       417                 $
       387     8


        Performance                                                   3                                   15                          (80)                        62                                72  (14)
         Additives
                                                                                                                                       %                                                               %


        Corporate and other                                        (10)                                (16)                           38                       (43)                             (64)   33
                                                                                                                                       %                                                               %


                                                                (62)


                                                                                                                                                                                                                               %
                     Total                                               $
      
                45                               $
     
       118                      %                          $
        
         436          $
        
         395    10

See end of press release for footnote explanations



     
                Table 3 - Factors Impacting Sales Revenue




                                                                                                 
         
            Three months ended


                                                                                             
         
            December 31, 2018 vs. 2017


                                                                Average Selling Price(a)


                                                            Local                                        Exchange                              Sales Mix           Sales     Total
                                               Currency                                             Rate                               & Other           Volume(b)

                                                                                                                                                                               ---

      Titanium Dioxide                                          1                                                            (1)                                        1             (6)     (5)
                                                                                                                                                                       %
                                                                %                                                             %                                                       %       %


      Performance                                             (1)                                                           (1)                                      (1)           (13)    (16)
       Additives
                                                                %                                                             %                                        %              %       %


                   Total Company                                -                        %                                  (1)                                            %        (8)     (9)


                                                                                                                              %                                                       %       %


                                                                                                
         
            Twelve months ended


                                                                                             
         
            December 31, 2018 vs. 2017


                                                                Average Selling Price(a)


                                                            Local                                        Exchange                              Sales Mix           Sales     Total
                                               Currency                                             Rate                               & Other           Volume(b)

                                                                                                                                                                               ---

      Titanium Dioxide                                         13                                                              3                                         1            (13)
                                                                                                                              %                                        %                      %
                                                                %                                                                                                                     %       4


      Performance                                               3                                                              2                                       (2)            (4)     (1)
       Additives                                                                                                              %
                                                                %                                                                                                      %              %       %


                                                              10                3          (11)


                                                                                                                              %                                                               %
                   Total Company                                %                                                                                                          %          %       2

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


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



       
                Table 4 - Reconciliation of U.S. GAAP to Non-GAAP Measures




                                                                                    
          
              EBITDA                                  Income Tax                        Net Income (Loss)                               Diluted Earnings
                                                                                                                                  (Expense)                                                                            (Loss) Per
                                                                                                                                  Benefit(2)                                                                            Share(1)



                                                                                                   Three months                              Three months                          Three months                                   Three months
                                                                                             ended                                  ended                                  ended                                          ended


                                                                                                   December 31,                              December 31,                          December 31,                                   December 31,



       
                
                  (In millions, except per share amounts)     2018                            2017       2018                                2017      2018                                 2017         2018                         2017

    ---


       
                Net (loss) income                                                $
           
              (69)                  $
              
                70                                                                  $
              
           (69)                       $
       
       70                        $
        
        (0.65)     $
        
       0.66



       Net income attributable to noncontrolling interests                                                           (2)                                                                                                                        (2)                                                  (0.02)




       
                Net (loss) income attributable to Venator                  (69)                                   68                                                                                 (69)                                     68                (0.65)                               0.64



       Interest expense, net                                                     10                                    11



       Income tax (benefit) expense from continuing operations                 (18)                                   24                                      18                                   (24)



       Depreciation and amortization                                             30                                    32



       Business acquisition and integration expenses                             11                                     3                                                                           (1)                 11                                       2                             0.10                           0.02



       Separation expense, net                                                    1                                     7                                                                                                1                                       7                             0.01                           0.07



       U.S. income tax reform                                                                                       (34)                                                                           16                                                       (18)                                                        (0.17)



       Significant changes to income tax valuation allowances(2)                                                                                            (5)                                                      (5)                                                                 (0.05)



       Amortization of pension and postretirement actuarial losses                5                                     4                                       2                                                         7                                       4                             0.07                           0.04



       Net plant incident costs                                                  20                                                                          (3)                                                       17                                                                    0.16



       Restructuring, impairment, plant closing and transition costs             55                                     3                                       2                                    (1)                 57                                       2                             0.53                           0.02




       
                Adjusted(1)                                                        $
           
              45                  $
              
                118                  $
              
               14                       $
              
           (10)                       $
       
       19                         $
       
            65      $
       
        0.18 $
     
     0.61






       Adjusted income tax (benefit) expense(2)                                                                                                                                       $
             (14)                                     $
         10



       Net income attributable to noncontrolling interests, net of tax                                                                                                                                             2



       
                Adjusted pre-tax income(1)                                                                                                                              $
              
               5                         $
              
           77




       
                Adjusted effective tax rate                                                                                                                    (280)                                          13

                                                                                                                                                                        %                                           %


                                                                                                  EBITDA                    Income Tax            Net Income              Diluted Earnings
                                                                                                                (Expense)                (Loss)                  (Loss) Per
                                                                                                                Benefit(2)                                        Share(1)



                                                                                               Three months               Three months          Three months                Three months
                                                                                       ended                      ended                  ended                      ended


                                                                                              September 30,               September 30,         September 30,               September 30,


                                    (In millions, except per share amounts)                              2018                       2018                   2018                          2018

    ---


       
                Net loss                                                     $
             
                (366)                                                                                         $
     
     (366)                  $
     
     (3.43)



       Net income attributable to noncontrolling interests                   (2)                                                                                                               (2)                (0.02)




       
                Net loss attributable to Venator                       (368)                                                                                                             (368)                (3.45)



       Interest expense, net                                                  10



       Income tax benefit from continuing operations                        (55)                                                                            55



       Depreciation and amortization                                          33



       Business acquisition and integration expenses                           5                                                                            (1)                                      4                        0.04



       Amortization of pension and postretirement actuarial losses             3                                                                            (1)                                      2                        0.02



       Net plant incident costs                                               21                                                                            (3)                                     18                        0.17



       Restructuring, impairment, plant closing and transition costs         428                                                                           (50)                                    378                        3.54



       
                Adjusted(1)                                                     $
             
                77                                                     
              
                $                             $
     
      34              $
     
     0.32






       Adjusted income tax expense(2)



       Net income attributable to noncontrolling interests, net of tax                                                                                                                    2



       
                Adjusted pre-tax income(1)                                                                                                                                           36




       
                Adjusted effective tax rate                                                                                                                                                  %


                                                                                  
          
               EBITDA                                   Income Tax                        Net Income (Loss)                               Diluted Earnings
                                                                                                                                  (Expense)                                                                            (Loss) Per
                                                                                                                                  Benefit(2)                                                                            Share(1)



                                                                                                 Twelve months                              Twelve months                         Twelve months                                  Twelve months
                                                                                           ended                                    ended                                 ended                                          ended


                                                                                                  December 31,                               December 31,                          December 31,                                   December 31,


                                    (In millions, except per share amounts)  2018                              2017       2018                                 2017   2018                                   2017         2018                          2017

    ---


       
                Net (loss) income                                              $
          
               (157)                  $
              
                144                                                                 $
              
            (157)                       $
      
      144                      $
        
         (1.47)    $
       
       1.35



       Net income attributable to noncontrolling interests                   (6)                                   (10)                                                                                 (6)                                     (10)               (0.06)                          (0.09)




       
                Net (loss) income attributable to Venator              (163)                                    134                                                                                (163)                                      134                (1.53)                            1.26



       Interest expense, net                                                  40                                      40



       Income tax (benefit) expense from continuing operations               (8)                                     50                                        8                                  (50)



       Depreciation and amortization                                         132                                     127



       Business acquisition and integration expenses                          20                                       5                                      (3)                                  (2)                 17                                        3                            0.16                           0.03



       Separation expense, net                                                 2                                       7                                                                                                2                                        7                            0.02                           0.07



       U.S. income tax reform                                                                                      (34)                                                                           16                                                        (18)                                                       (0.17)



       Significant changes to income tax valuation allowances(2)                                                                                            (5)                                                     (5)                                                                 (0.05)



       Net income of discontinued operations                                                                        (8)                                                                                                                                     (8)                                                       (0.07)



       Loss on disposition of business/assets                                  2                                                                                                                                       2                                                                    0.02



       Certain legal settlements and related expenses                                                                 1                                                                                                                                        1                                                          0.01



       Amortization of pension and postretirement actuarial losses            15                                      17                                                                                               15                                       17                            0.14                           0.16



       Net plant incident (credits) costs                                  (232)                                      4                                       47                                   (1)              (185)                                       3                          (1.73)                          0.03



       Restructuring, impairment, plant closing and transition costs         628                                      52                                     (76)                                  (5)                552                                       47                            5.17                           0.44




       
                Adjusted(1)                                                      $
          
               436                   $
              
                395               $
              
               (29)                       $
              
            (42)                       $
      
      235                        $
       
           186     $
       
       2.20 $
     
     1.74






       Adjusted income tax expense(2)                                                                                                                                                  $
             29                                       $
          42



       Net income attributable to noncontrolling interests, net of tax                                                                                              6                                            10



       
                Adjusted pre-tax income(1)                                                                                                                           $
              
               270                         $
              
            238




       
                Adjusted effective tax rate                                                                                                                    11                                            18

                                                                                                                                                                     %                                            %

See end of press release for footnote explanations



       
                Table 5 - Selected Balance Sheet Items




                                                            December 31,               September 30,        December 31,


                                    (In millions)                   2018                         2018                 2017

    ---


       Cash                                                                  $
       165                                          $
       251            $
       238


        Accounts and notes
         receivable, net                                             351                                398                                392


        Inventories                                                  538                                513                                454


        Prepaid and other
         current assets                                               71                                100                                 85


        Property, plant
         and equipment,
         net                                                         994                              1,022                              1,367


        Other assets                                                 366                                308                                311


                     Total assets                                        $
     
        2,485                                     $
     
        2,592       $
     
        2,847





        Accounts payable                                                      $
       400                                          $
       389            $
       401


        Other current
         liabilities                                                 135                                161                                244


        Current portion of
         debt                                                          8                                  7                                 14


        Long-term debt                                               740                                741                                743


        Non-current
         payable to
         affiliates                                                   34                                 34                                 34


        Other liabilities                                            313                                281                                306


        Total equity                                                 855                                979                              1,105


                     Total liabilities
                      and equity                                         $
     
        2,485                                     $
     
        2,592       $
     
        2,847



       
                Table 6 - Outstanding Debt




                                                  December 31,            September 30,      December 31,


                                    (In millions)         2018                      2018               2017

    ---

                     Debt:


        Senior Notes                                               $
     370                                       $
     370         $
     370


        Term Loan Facility                                 365                           365                           367


        Other debt                                          13                            13                            20



                     Total debt -
                      excluding
                      affiliates                           748                           748                           757


        Total cash                                         165                           251                           238


                     Net debt -
                      excluding
                      affiliates                               $
     
       583                                   $
     
       497     $
     
       519



       
                Table 7 - Summarized Statement of Cash Flows




                                                                                     Three months ended                     Twelve months ended


                                                                                        December 31,                            December 31,


                                    (In millions)                      2018                             2017        2018                            2017

    ---

                     Total cash at beginning of period(a)                      $
      
                251                      $
        
                186             $
        
           238     $
         
           30


        Net cash provided by operating
         activities(a)                                                 (24)                                    157                                 282                    338


        Net cash (used in) provided by investing
         activities(a)                                                 (55)                                   (84)                              (321)                  (12)


        Net cash used in financing activities(a)                        (1)                                   (24)                               (18)                 (123)


        Effect of exchange rate changes on cash                         (6)                                      3                                (16)                     5


                     Total cash at end of period(a)                            $
      
                165                      $
        
                238             $
        
           165    $
         
           238



                     Supplemental cash flow information:



       Cash paid for interest                                                      $
              (5)                            $
              (4)                  $
         (46)          $
         (28)



       Cash paid for income taxes                                      (6)                                   (10)                               (34)                  (21)



       Capital expenditures                                           (54)                                  (100)                              (326)                 (197)



       Depreciation and amortization                                    30                                      32                                 132                    127




                     Changes in primary working capital:



       Accounts and notes receivable                                    39                                      30                                  25                   (24)



       Inventories                                                    (36)                                   (14)                              (103)                     8



       Accounts payable                                                (9)                                     43                                (27)                    51


                     Total cash provided by (used in) primary
                      working capital                                          $
      
                (6)                      $
        
                59           $
        
           (105)    $
         
           35





                                                                                     Three months ended                     Twelve months ended


                                                                                        December 31,                            December 31,


                                    (In millions)                      2018                             2017        2018                            2017

    ---

                     Free cash flow(3):


        Net cash provided by operating
         activities from continuing operations                                     $
              (24)                            $
              157                    $
         282            $
         337



       Capital expenditures                                           (54)                                  (100)                              (326)                 (197)


        Cash received from (investment in)
         unconsolidated affiliates, net                                 (2)                                   (10)                                  4                    (6)


        Other investing activities excluding
         transactions with former parent and
         cash flows related to sales of
         businesses/assets                                                                                      26                                                        71


        Non-recurring separation costs(b)                                 1                                       7                                   2                      7


                     Total free cash flow                                     $
      
                (79)                      $
        
                80            $
        
           (38)   $
         
           212






       Adjusted EBITDA                                                              $
              45                             $
              118                    $
         436            $
         395


        Capital expenditures excluding cash paid
         for Pori rebuild                                              (42)                                   (45)                              (114)                 (103)



       Cash paid for interest                                          (5)                                    (4)                               (46)                  (28)



       Cash paid for income taxes                                      (6)                                   (10)                               (34)                  (21)


        Primary working capital change                                  (6)                                     59                               (105)                    35



       Restructuring                                                   (9)                                   (10)                               (37)                  (33)



       Maintenance & other                                            (17)                                   (23)                               (78)                   (2)


        Net cash flows associated with Pori                            (39)                                    (5)                               (60)                  (31)



                     Total free cash flow(3)                                  $
      
                (79)                      $
        
                80            $
        
           (38)   $
         
           212






       
                See end of press release for numbered footnote explanations



                            (a)               Includes discontinued operations


                            (b)               Represents payments associated
                                               with our separation from
                                               Huntsman

Footnotes



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




            Adjusted net income is computed by eliminating
              the after-tax amounts related to the
              following from net income attributable to
              Venator Materials PLC ordinary shareholders:
              (a) business acquisition and integration
              expenses; (b) separation expense, net; (c)
              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
              earnings per share excludes dilution and is
              computed by dividing adjusted net income by
              the weighted average number of shares
              outstanding during the period. Adjusted
              diluted net earnings per share reflects all
              potential dilutive ordinary shares
              outstanding during the period increased by
              the number of additional shares that would
              have been outstanding as dilutive securities.
              For the periods prior to our IPO, the average
              number of ordinary shares outstanding used to
              calculate basic and diluted adjusted net
              income per share was based on the ordinary
              shares that were outstanding at the time of
              our IPO.




            Adjusted net income (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
              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.





     
     (2) 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.





     
     (3) Management internally uses a free cash flow
              measure: (a) to evaluate the Company's
              liquidity, (b) to evaluate strategic
              investments, (c) to evaluate the Company's
              ability to incur and service debt. Free cash
              flow is not a defined term under U.S. GAAP,
              and it should not be inferred that the entire
              free cash flow amount is available for
              discretionary expenditures. The Company
              defines free cash flow as cash flows provided
              by (used in) operating activities from
              continuing operations and used in investing
              activities. Free cash flow is typically
              derived directly from the Company's
              consolidated and combined statement of cash
              flows; however, it may be adjusted for items
              that affect comparability between periods.
              Free cash flow is presented as supplemental
              information.

About Venator
Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO(2) business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We operate 24 facilities, employ approximately 4,300 associates worldwide and sell our products in more than 110 countries.

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Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute "forward looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward looking statements represent Venator's expectations or beliefs concerning future events, and it is possible that the expected results described in this press release will not be achieved. These forward looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator's control, that could cause actual results to differ materially from the results discussed in the forward looking statements, including our ability to transfer technology and manufacturing capacity from our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer and the closure of our Pori facility, impacts on TiO2 markets and the broader global economy from the imposition of tariffs by the U.S. and other countries, changes in raw material and energy prices, access to capital markets, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological developments, changes in government regulations, and geopolitical events.

Any forward looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward looking statements, you should keep in mind the risk factors and other cautionary statements in Venator's Annual Report on Form 10 K for the year ended December 31, 2017 filed with the SEC, and in its Quarterly Reports on Form 10 Q and Current Reports on Form 8 K. The risk factors and other factors noted therein could cause its actual results to differ materially from those contained in any forward looking statement.

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SOURCE Venator Materials PLC