Jefferies Global Industrials Conference August 7, 2018

Transcription

1 Jefferies Global Industrials Conference August 7, 2018

2 General Disclosure This presentation includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. When used in this presentation, the words estimates, expects, anticipates, projects, plans, intends, believes, forecasts, or future or conditional verbs, such as will, should, could, or may, and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management s examination of historical operating trends and data, are based upon our current expectations of future events and various assumptions which may not be realized or accurate. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management s expectations, beliefs and projections will be achieved. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this presentation. Such risks, uncertainties and other important factors include, among others: future global economic conditions, our ability to restore manufacturing capacity at our Pori, Finland manufacturing facility or elsewhere in our manufacturing network, increasing construction costs at our Pori manufacturing facility, losses due to business interruption from the fire, the possibility that Tronox may not be required to divest the Ashtabula complex in connection with its proposed merger with Cristal, the failure to consummate the proposed Tronox transactions when expected or at all, the possibility that any synergies and cost savings associated with the proposed Tronox transactions may not be fully realized or may take longer to realize than expected, or the ability to integrate successfully the Ashtabula assets if acquired, 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, geopolitical events and other risk factors as discussed in our annual report on Form 10-K filed on February 23, This presentation contains financial measures that are not in accordance with generally accepted accounting principles in the U.S. ("GAAP"), including EBITDA, adjusted EBITDA, adjusted EBITDA margin, free cash flow and net debt and certain ratios and other metrics derived therefrom. We have provided reconciliations of non-gaap financial measures to the most directly comparable GAAP financial measures in the Appendix to this presentation.

3 Representative Customers Segment Venator Snapshot 2Q18 LTM Revenue (mm) (1) $2,358 Pro forma adj. EBITDA (mm) (2) $589 % margin 25% Titanium Dioxide Performance Additives 3 End Markets(3) 2Q18 LTM Revenue (mm) $1,729 Adj. EBITDA (mm) $536 % margin 31% Personal Care, Food, Pharmaceuticals & Active Materials 6% Agriculture & Water 2% Fibers & Films 8% Industrial Coatings 15% Inks 6% Construction 1% Plastics 34% Architectural Coatings 28% 2Q18 LTM Revenue (mm) $629 Adj. EBITDA (mm) $77 % margin 12% Fibres & Films 3% Agriculture & Water 4% Personal Care, Food, Pharmaceuticals & Active Materials 6% Construction 44% Other 3% Plastics 15% Architectural Coatings 14% Industrial Coatings 11% Note: See Appendix for a reconciliation of pro forma Adj. EBITDA (1) Excludes revenue from other businesses and entities not included in the separation of Venator from Huntsman; (2) 2Q18 LTM Adjusted EBITDA, pro forma for unrealized $23 million benefit from cost reduction elements of business improvement program; (3) FY17 revenues

4 Titanium Dioxide Strong year-on-year EBITDA growth driven by pricing End Markets Quarterly EBITDA History 2Q18 LTM 2017 LTM Revenues Source: Management Estimates $ in millions Fibres & Films Agriculture & Water 29% 31% 31% 32% 8% 2% Segment Personal Care, Food, Revenues Pharmaceuticals & 23% Architectural Active Materials Coatings 6% $1.7 28% Inks billion 6% 12% $143 $147 9% $127 $119 Plastics 34% TiO 2 Capacity Construction 1% Other 0% Industrial Coatings 15% -1% -$3 1Q 16 2% $9 2Q 16 6% $22 3Q 16 $34 4Q 16 $48 1Q 17 $93 2Q 17 3Q 17 4Q 17 Annual EBITDA History (1) 1Q 18 2Q 18 Segment Adjusted EBITDA $536 million 2016 Nameplate Capacity; Excludes VNTR South African facility $ in millions Adj. EBITDA Margin Others 38% Tronox 6% Kronos 8% Chemours 17% Cristal 12% Lomon Billions 8% Venator 11% $306 17% $699 30% $449 22% $117 $134 6% 7% ($8) N/A $61 4% $387 24% $536 31% Q18 LTM COATINGS INKS 4 (1) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period, based upon their management s representation; excludes the related sale of our TR52 product line used in printing inks to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes the allocation of general corporate overhead by Rockwood

5 Price Market Leader in High-Value Specialty TiO 2 Venator has more than half of its sales in high value TiO 2 categories Venator Focus Legend: Low Quality Functional Differentiated Specialties % Total global TiO 2 industry demand 17% 42% 32% 9% % Venator TiO 2 sales volume 0% 49% 30% 21% 1,000 2,000 3,000 4,000 5,000 6,000 Estimated World Demand (kmt) Indicative EBITDA 1x 2x 3x+ margins Applications Functional coatings (architectural) Functional plastics Paper Industrial coatings Performance plastics Differentiated Inks Catalysts Food Pharma & Cosmetics Fibers & Films Solar Speciality Inks 5 Source: Current management estimates

6 Volume (kmt) Utilization Rate Global TiO 2 Utilization Rate Outlook Improving utilization rates through gradual demand improvement Global TiO 2 Effective Utilization Rate Outlook Global Demand Global Effective Utilization Rate ex. China (%) Global Effective Utilization Rate (%) 8, % 80% 6,000 60% 4,000 40% 2,000 20% P 2019P 0% Western producers operating at ~95%+ utilization rates, while Chinese operating rates continue to improve Supply-demand balance remains supportive of an elongated cycle No new capacity expected: Neither greenfield nor brownfield economics are supported by current TiO 2 prices Significant time for plants to come online (3-4 years) Differential between Western and Chinese product quality now transparent to customers and producers Customers have moved beyond thrifting / substitution 6 Source: TZMI, Management estimates

7 Sulfate Production Provides an Ore Cost Advantage Principal Feedstock Types Sulfate Chloride Sulfate Ore Prices Advantaged and Less Volatile (TiO 2 Ore Prices, $/MT) $2,000 Feedstock Ilmenite Chloride Slag $1,800 $1,600 Capital Intensity Low High $1,400 $1,200 Energy Usage Low High $1,000 Number of Producers Largest Producer Share >20 <5 <15% ~70% $800 $600 $400 $200 Primary Sulfate Feedstock Favorable market structure for sulfate ores $ P Rutile (95% content) Chloride Slag (85% content) Sulfate Slag (79% content) Ilmenite (52% content) 7 Source: TZMI, Management estimates

8 Strengthen our TiO 2 business and improve our competitive position Venator to purchase the Tronox European TiO 2 paper laminates business Agreement to purchase the European paper laminates business (the 8120 grade ) upon Tronox/Cristal closing Tronox would supply the 8120 grade under a Transitional Supply Agreement until the transfer of the manufacturing to Venator s Greatham, U.K., facility has been completed Would extend our European market leadership and further expand our differentiated product range Exclusive right to negotiate the purchase of the Ashtabula, Ohio, TiO 2 complex from Tronox, if divestiture is required to complete proposed Tronox/Cristal merger Purchase price of $1.1 billion if Tronox promptly divests after an adverse ruling by the U.S. District Court, and reduces to $900 million if Tronox continues to await the decision of the FTC s Administrative Law Judge Venator is due a $75 million break fee upon consummation of the Tronox/Cristal merger if the divestiture of the 8120 Grade to Venator has been consummated and the Ashtabula complex is not sold to Venator Would improve access to the North American market and greater global TiO 2 capacity Reviewing options within our manufacturing network, including the option of transferring the production of Pori's specialty and differentiated products to elsewhere in our network Received 468 million or $551 million of total insurance proceeds, with final settlement on April 13,

9 Performance Additives Continued improvement in underlying fundamentals End Markets 2017 LTM Revenues Agriculture Fibres & Films 3% Personal Care, Food, Pharmaceuticals & Active Materials 6% Plastics 15% Inks 0% & Water 4% Source: Management Estimates Other 3% Architectural Coatings 14% Industrial Coatings 11% Construction 44% $ in millions 12% $18 1Q 16 13% $22 2Q 16 Annual EBITDA History (1) Quarterly EBITDA History 12% $16 3Q 16 9% $13 4Q 16 14% 13% $22 $21 1Q 17 2Q 17 10% 10% $15 $15 3Q 17 4Q 17 14% 13% $24 $23 1Q 18 2Q 18 2Q18 LTM Segment Revenues $0.6 billion Segment Adjusted EBITDA $77 million $ in millions $119 Segment Adj. EBITDA Segment Adj. EBITDA Margin $103 $89 $98 $91 $69 $69 $72 $77 CONSTRUCTION 15% 16% 13% 15% 14% 12% 12% 12% 12% Q18 LTM COATINGS 9 (1) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period, based upon their management s representation; excludes the related sale of our TR52 product line used in printing inks to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes the allocation of general corporate overhead by Rockwood

10 Performance Additives Product overview 2Q18 LTM EBITDA % split Product Characteristics & Uses Competition Benefit Functional Additives 36% Barium and Zinc Additives Fillers that enhance the gloss and flow of paints and the mechanical properties of plastics Specialty soft white pigments Strong EBITDA margins Complementary and common process technology Similar customer base to TiO 2 Iron Oxides Highly durable red, yellow, black and tan pigments Colorants for paint, plastics and concrete Color Pigments 36% Ultramarines Specialty Inorganics Chemicals Unique blue-shade pigments Violet and pink variants Weather-resistant, chemically stable pigments Distinct color shades High cash conversion margins Good geographic balance Similar customer base to TiO 2 Common process technology Driers Controls the drying rate of a paint or ink Timber and Water Treatment 28% Residential construction (ACQ, ECOLIFE TM and Copper Azole) Industrial construction (Chromated Copper Arsenate) Polyaluminium chloride based flocculants Protects wood from decay and fungal or insect attack Prolongs service life of wood Clarifies water by promoting the sedimentation of particles Limited number of major competitors Stable demand profile High cash conversion 10 Source: Company filings

11 $90 Million EBITDA Improvement Program $7 million of EBITDA benefit captured in 2Q18 Expected Run-rate Improvement Expected Annual EBITDA Capture $ in millions $ in millions $30 $30 $90 $30 Facilities closures Fixed costs Volume EBITDA Improvement Business Improvement Program $90 million run-rate expected to be captured in 1Q19 $7 million of incremental benefit captured in 2Q18 $41 million of cumulative benefit captured through 2Q18 $ F 2019F Actual Budget Highlighted Activities Facility rationalization program completed Umbogintwini, South Africa (TiO 2 ) closed Calais, France (TiO 2 white end) closed Easton, PA. and St. Louis, MO. (color pigment) closed Leverage position in higher value markets Launch of new TiO 2 products 11 Source: Management estimates

12 Financial Profile Attractive position $ in millions Net Debt Tax Rate Comment $529 $(223) $394 $(354) Liquidity of $625mm as of June 30, 2018 $354mm cash 15-20% $271mm available of ABL borrowing base 1.1x (1) 0.7x (1) 18% Received $236mm ( 191mm) of insurance proceeds on April 13, 2018 $752 $ % Seasonal working capital use in 1H18 in-line with historical trends 4% $119mm use of cash in 1H18 We expect a 2H cash release consistent with 1Q18 2Q18 2Q18 Expected historical trends Cash Debt Adjusted effective tax rate Cash tax rate Attractive tax profile ~$1bn of Net Operating Losses 12 (1) Net debt to LTM EBITDA

13 Cash Uses Solid free cash flow generation $ in millions Cash Uses 2Q E Adjusted EBITDA $157 Capital expenditures (1) (22) ~$(120) Cash interest (6) ~(35)-(40) Primary working capital change (64) ~(20)-(30) Restructuring (8) ~(40)-(50) Other (includes pension) (7) ~(50)-(60) Cash income taxes (5) 4% 10-15% Operating free cash flow 45 Net cash flow associated with Pori 114 Total free cash flow (1) Excluding Pori reconstruction costs

14 Why Venator? Successful Business Transformation Significant EBITDA margin improvement over past three years Business improvement program underway with projected Adjusted EBITDA improvement of $90 million $41mm of incremental EBITDA benefit realized by the end of 2Q18 Leader in Specialty TiO 2 with Sulfate Ore Advantage Market leader in high-value specialty TiO 2 Sulfate production provides an ore cost advantage Complementary Performance Additives Business Global provider of performance additives, with market leading positions in attractive segments Cash generative business with low capital intensity, benefiting from Business Improvement Program Strong Free Cash Flow Generation Expect solid cash flow generation throughout the TiO 2 cycle Strong balance sheet provides additional optionality 14

15 15 Appendix

16 Pro Forma Adj. EBITDA Reconciliation $ in millions Q17 2Q18 2Q18 LTM Net Income/(Loss) $ (162) $ (352) $ (77) $ 144 $ 34 $ 198 $ 401 Net income attributable to noncontrolling interests (2) (7) (10) (10) (3) (2) (8) Net income of discontinued operations (10) (8) (8) Interest Taxes (17) (34) (23) Depreciation and Amortization EBITDA $ (86) $ (273) $ 40 $ 343 $ 85 $ 286 $ 672 Acquisition and integration expense Separation gain 7 8 US income tax reform (34) (34) Purchase accounting adjustments 13 (Gain) loss on disposition of business (1) 1 (22) 2 2 Certain legal settlements and related expense Amortization of pension and postretirement actuarial losses Net plant incident costs (2) (273) (272) Restructuring, impairment, and plant closing costs Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 94 $ 157 $ 566 Corporate and other Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 114 $ 170 $ 613 Titanium Dioxide Segment EBITDA (1) (8) Performance Additives Segment EBITDA (1) Public company standalone costs (2) (40) (40) (40) (40) (40) (40) (40) (40) (20) (13) (47) 1Q 17 impact from Pori Fire 15 Business improvement program unrealized (3) Pro forma Adjusted EBITDA $ 369 $ 778 $ 498 $ 175 $ 185 $ 21 $ 90 $ 471 $ 108 $ 163 $ 589 (1) Adjusted to include Rockwood pro forma 16 (2) Proforma for incremental $40mm standalone public company costs; excluding 2Q17, 2Q18 and 2Q18 LTM which reflects corporate costs as reported (3) Proforma for unrealized benefit from the $60mm cost reduction element of the Business Improvement Program (excludes the $30mm expected total volume benefit from the Business Improvement Program)