Item 4.01 Changes in Registrant's Certifying Accountant.
After a detailed and careful review of our company's audit needs, on August 28,
2020, the Audit Committee of the Board of Directors (the "Audit Committee") of
Venator Materials PLC (the "Company") approved the engagement of Deloitte &
Touche LLP, the US member firm of the Deloitte network ("Deloitte US"), as its
independent registered public accounting firm for the year ending December 31,
2020, Accordingly, on August 28, 2020, the Audit Committee recommended and
approved the dismissal of Deloitte LLP, the UK member firm of the Deloitte
network ("Deloitte UK"), as the Company's independent registered public
accounting firm for the year ending December 31, 2020.
The audit reports of Deloitte UK on the Company's consolidated financial
statements for the years ended December 31, 2019 and 2018 contained no adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the fiscal years ended
December 31, 2019 and 2018, and through the date of this report, (i) the Company
has not had any disagreements with Deloitte UK on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Deloitte
UK, would have caused it to make reference to the subject matter of such
disagreements in its report on the Company's consolidated financial statements
for such periods, and (ii) there was no reportable event within the meaning of
Item 304(a)(1)(v) of Regulation S-K.
Deloitte US participated in a portion of the audit of the Company's consolidated
financial statements for the years ended December 31, 2019 and 2018. During the
fiscal years ended December 31, 2019 and 2018, and through the date of this
report, other than in the normal course of the audit, neither the Company nor
anyone on its behalf consulted with Deloitte US regarding (i) the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company that Deloitte US concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue, (ii) any matter that was subject of a disagreement within the
meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided Deloitte UK with a copy of this disclosure before filing it
with the SEC. The Company requested that Deloitte UK provide it with a letter
addressed to the SEC stating whether or not it agrees with the statements above
concerning Deloitte UK. A copy of this letter, dated September 2, 2020, is filed
as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Description of Exhibits
16.1 Letter of Deloitte LLP dated September 2, 2020.
104 Cover Page Interactive Data file (formatted in Inline XBRL and embedded
within the Inline XBRL)
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