Tronox Holdings plc

Previous wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net income to EBITDA and Adjusted EBITDA is also provided herein.

Current wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net income to EBITDA and Adjusted EBITDA is also provided herein.

Previous wording

First quarter revenue increased 9% compared to the prior year, driven by higher sales volumes of TiO 2 and zircon. For the first quarter of 2024 as compared to the first quarter of 2023, TiO 2 volumes increased 18% whereas TiO 2 average selling prices declined 10% including product mix impact. Zircon volumes increased 43% partially offset by a decline of 21% in average selling prices. Revenue from other products increased 7% from the first quarter of 2023 to the first quarter of 2024 primarily due to increased volumes across various products. Gross profit decreased for the first quarter of 2024 as compared to the first quarter of 2023 due to the unfavorable impact of selling prices, including product mix partially offset by favorable impacts of sales volumes, improved absorption from higher production volumes and foreign currency.

Current wording

Sequentially, revenue increased 6% in the second quarter of 2024 compared to the first quarter of 2024 primarily due to higher sales volumes of TiO 2. TiO 2 revenues increased 8% driven by an 8% increase in volumes, as increases in TiO 2 averages selling prices were partially offset by unfavorable mix, and foreign exchanges rates remained relatively flat to the prior quarter. Zircon revenue decreased 3% sequentially driven by a 4% decrease in sales volumes partially offset by a 1% increase in average selling prices. Revenue from other products increased 1% from the first quarter of 2024 to the second quarter of 2024 primarily due to increased volumes across various products. Gross profit increased from the first quarter of 2024 to the second quarter of 2024 primarily due to improved production costs and higher sales volumes of TiO 2.

Previous wording

As of March 31, 2024, our total available liquidity was $629 million, including $152 million in cash and cash equivalents and $477 million available under revolving credit agreements. As of March 31, 2024, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 5.2x with approximately 64% of our interest rates fixed through 2028. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver, which we do not expect to be triggered based on our current scenario planning. Refer to Note 11 of notes to condensed consolidated financial statements for further details.

Current wording

As of June 30, 2024, our total available liquidity was $680 million, including $201 million in cash and cash equivalents and $479 million available under revolving credit agreements. As of June 30, 2024, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 5.2x with approximately 64% of our interest rates fixed through 2028. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver, which we do not expect to be triggered based on our current scenario planning. Refer to Note 11 of notes to condensed consolidated financial statements for further details.

Previous wording

(1)EBITDA and Adjusted EBITDA are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net (loss) income.

Current wording

(1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net income (loss).

Previous wording

Net sales of $774 million for the three months ended March 31, 2024 increased by 9%, compared to $708 million for the same period in 2023. The increase is primarily due to higher sales volumes of TiO 2 and Zircon.

Current wording

Net sales of $820 million for the three months ended June 30, 2024 increased by 3%, compared to $794 million for the same period in 2023. The increase is primarily due to higher sales volumes of TiO 2.

Previous wording

For the three months ended March 31, 2024, TiO 2 revenue was higher by 8% or $45 million compared to the prior year quarter primarily due to an increase of $102 million in sales volumes partially offset by a decrease of $59 million in average selling prices, including product mix. Foreign currency positively impacted TiO 2 revenue by $2 million primarily due to the strengthening of the Euro. Zircon revenue increased $16 million primarily due to a 43% increase in sales volumes partially offset by a 21% decrease in average selling prices. Other products revenues increased $5 million from the year-ago quarter primarily due to increased volumes across various products.

Current wording

For the three months ended June 30, 2024, TiO 2 revenue was higher by 7% or $42 million compared to the prior year quarter primarily due to an increase of $102 million in sales volumes partially offset by a decrease of $57 million in average selling prices, including mix. Foreign currency negatively impacted TiO 2 revenue by $3 million primarily due to the weakening of the Euro. Zircon revenue decreased $10 million primarily due to a 15% decrease in average selling prices partially offset by a 4% increase in sales volumes. Other products revenue decreased $6 million from the year-ago quarter primarily due to decreases in pig iron sales volumes and average selling prices.

Previous wording

Gross profit of $120 million was 15.5% of net sales compared to 18.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Current wording

Gross profit of $150 million was 18.3% of net sales compared to 19.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Previous wording

•the unfavorable impact of 9 points primarily due to a decrease in TiO 2 and Zircon selling prices, including product mix, partially offset by

Current wording

•the unfavorable impact of 7 points primarily due to a decrease in TiO 2, Zircon and pig iron selling prices, including mix, partially offset by

Previous wording

Interest expense for the three months ended March 31, 2024 increased by $9 million compared to the same period of 2023 primarily due to the increase in the effective interest rates on our long-term debt facilities and higher average outstanding debt balances period over period.

Current wording

Interest expense for the three months ended June 30, 2024 increased by $4 million compared to the same period of 2023 primarily due to the increase in the effective interest rates on our long-term debt facilities and higher average outstanding debt balances period over period.

Previous wording

Other (expense) income, net for the three months ended March 31, 2024 primarily consisted of approximately $3 million of fees associated with the utilization of the Securitization Facility partially offset by $2 million of net realized and unrealized foreign currency gains. The remaining amount was driven by other individually immaterial amounts.

Current wording

Other income, net for the three months ended June 30, 2024 primarily consisted of approximately $28 million (net of associated transaction costs) related to a sale of a royalty interest in certain Canadian mineral properties partially offset by $5 million of net realized and unrealized foreign currency losses and $4 million of fees associated with the utilization of the Securitization Facility. The remaining amount was driven by other individually immaterial amounts.

Previous wording

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.

Current wording

We have established a full valuation allowance related to the total net deferred tax assets in Brazil, and we continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.

Previous wording

The effective tax rate was 550% and 26% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rates for the three months ended March 31, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.

Current wording

The effective tax rate was 82% and 608% for the three months ended June 30, 2024 and 2023, respectively. The effective tax rates for the three months ended June 30, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the three months ended June 30, 2024 was impacted by the establishment of full valuation allowance against Brazil's deferred tax assets. The effective tax rate for the three months ended June 30, 2023 was impacted by the establishment of a full valuation allowance against Australia's deferred tax assets.

Previous wording

Adjusted EBITDA as a percentage of net sales was 16.9% for the three months ended March 31, 2024 as compared to 20.6% from the prior year primarily due to the lower gross margin as a result of lower selling prices as discussed above.

Current wording

Net income (loss) as a % of net sales was 1.2% for the three months ended June 30, 2024 as compared to (33.9%) for the prior year period. The primary driver of the period over period increase is the timing of the deferred tax assets' valuation allowance adjustments and the sale of a royalty interest in certain Canadian properties in the current period partially offset by the lower gross profit due to the lower selling prices. Adjusted EBITDA as a percentage of net sales was 19.6% for the three months ended June 30, 2024 as compared to 21.2% for the prior year primarily due to the lower gross margin as a result of lower selling prices partially offset by a reduction in direct material costs and improved absorption from higher production volumes as discussed above.

Previous wording

•the favorable impact of 2 points due to changes in foreign exchange rates, primarily as a result of the South African Rand and Australian dollar,

Current wording

•the net favorable impact of 1 point due to changes in foreign exchange rates, primarily due to the South African Rand and Australian dollar.

Previous wording

Selling, general and administrative expenses increased by $8 million or 11% during the three months ended March 31, 2024 compared to the same period of the prior year primarily driven by a $6 million increase in employee costs. The remaining net increase was driven by individually immaterial amounts.

Current wording

Selling, general and administrative expenses increased by $9 million or 6% during the six months ended June 30, 2024 compared to the same period of the prior year primarily driven by a $5 million increase in employee costs and a $3 million increase in professional services. The remaining net increase was driven by individually immaterial amounts.

Previous wording

Income from operations for the three months ended March 31, 2024 was $41 million compared to $62 million in the prior year period. The decrease of $21 million was primarily due to the lower selling prices of TiO 2 and Zircon as well as higher SG&A expenses as discussed above.

Current wording

Income from operations for the six months ended June 30, 2024 was $117 million compared to income from operations of $146 million in the prior year period. The decrease of $29 million was primarily due to lower selling prices of TiO 2, Zircon and pig iron and higher SG&A expenses partially offset by the improved absorption from higher production volumes as discussed above.

Previous wording

Other comprehensive loss was $32 million in the three months ended March 31, 2024 as compared to other comprehensive loss of $15 million in the three months ended March 31, 2023. The change is primarily due to the unfavorable foreign currency translation adjustments of $41 million in the three months ended March 31, 2024 as compared to unfavorable foreign currency translation adjustments of $13 million in the prior year period. In addition, we recognized a net gain on derivative instruments of $9 million in the three months ended March 31, 2024 as compared to a net loss on derivative instruments of $3 million in the prior year period.

Current wording

Other comprehensive income was $12 million in the three months ended June 30, 2024 as compared to other comprehensive loss of $21 million in the three months ended June 30, 2023. The change is primarily due to the favorable foreign currency translation adjustments of $14 million in the three months ended June 30, 2024 as compared to unfavorable foreign currency translation adjustments of $30 million in the prior year period. In addition, we recognized a net loss on derivative instruments of $3 million in the three months ended June 30, 2024 as compared to a net gain on derivative instruments of $10 million in the prior year period.

Previous wording

As of March 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 17% of our total consolidated liabilities and approximately 40% of our total consolidated assets. For the three months ended March 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 45% of our total consolidated net sales. For the three months ended March 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 44% of our consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of March 31, 2024, our non-guarantor subsidiaries had $699 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes. See Note 11 of notes to unaudited condensed consolidated financial statements.

Current wording

Senior Notes due 2029 represented approximately 48% and 46% of our consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of June 30, 2024, our non-guarantor subsidiaries had $758 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes. See Note 11 of notes to unaudited condensed consolidated financial statements.

Previous wording

At March 31, 2024, we had outstanding letters of credit and bank guarantees of $102 million. See Note 15 of notes to unaudited condensed consolidated financial statements.

Current wording

At June 30, 2024, we had outstanding letters of credit and bank guarantees of $120 million. See Note 15 of notes to unaudited condensed consolidated financial statements.

Previous wording

During the three months ended March 31, 2024, our credit rating with Moody’s remained unchanged at Ba3 stable outlook. Our Standard & Poor's rating and outlook remained the same at B positive and stable, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.

Current wording

During the three months ended June 30, 2024, our credit rating with Moody’s remained unchanged at Ba3 stable outlook and our Standard & Poor's rating and outlook remained the same at B positive and stable, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.

Previous wording

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as newTRON and various mine development projects, continued reductions in our debt, continued dividends and share repurchases.

Current wording

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as newTRON, rare earths initiatives and various mine development projects, continued reductions in our debt, continued dividends and share repurchases.

Previous wording

At March 31, 2024, we held $152 million in cash and cash equivalents in these respective jurisdictions: $19 million in Europe, $35 million in the United States, $32 million in Australia, $22 million in Brazil, $18 million in South Africa, $10 million in Saudi Arabia, $15 million in China and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

Current wording

At June 30, 2024, we held $201 million in cash and cash equivalents in these respective jurisdictions: $30 million in Europe, $37 million in the United States, $52 million in Australia, $21 million in Brazil, $36 million in South Africa, $6 million in Saudi Arabia, $18 million in China and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

Previous wording

On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the three months ended March 31, 2024, we made no repurchases of the Company's stock.

Current wording

On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2024, we made no repurchases of the Company's stock.

Previous wording

At March 31, 2024 and December 31, 2023, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.8 billion, respectively. At March 31, 2024 and December 31, 2023, our net debt (the excess of our debt over cash and cash equivalents) was $2.7 billion and $2.6 billion, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.

Current wording

At June 30, 2024 and December 31, 2023, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.8 billion, respectively. At June 30, 2024 and December 31, 2023, our net debt (the excess of our debt over cash and cash equivalents) was $2.6 billion and $2.6 billion, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.

Previous wording

On May 1, 2024, Tronox Finance LLC (the “Borrower”), Tronox Holdings plc (the “Company”), certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement (the "2024 Amendment"). The 2024 Amendment provides the Borrower with a new five -year incremental term loan facility ("the 2024 Term Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The proceeds of the 2024 Term Loan Facility were used to repay in full the Company's outstanding 2022 Term Loan and 2023 Term Loan.

Current wording

On May 1, 2024, Tronox Finance LLC (the “Borrower”), Tronox Holdings plc (the “Company”), certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement (the "2024 Amendment"). The 2024 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2024 Term Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan and 2023 Term Loan. Refer to Note 11 in notes to unaudited condensed consolidated financial statements for further details.

Previous wording

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million. The Fourth Amendment did not impact the three months ended March 31, 2024.

Current wording

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.

Previous wording

Cash Flows used in Operating Activities — Cash used in operating activities of $29 million is primarily driven by $98 million of net loss adjusted for non-cash items offset by a net cash outflow of $127 million related to changes in assets and liabilities. The following table provides our net cash used in operating activities for the three months ended March 31, 2024 and 2023:

Current wording

Cash Flows provided by Operating Activities — Cash provided by operating activities of $131 million is primarily driven by $219 million of net income adjusted for non-cash items offset by a net cash outflow of $88 million related to changes in assets and liabilities. The following table provides our net cash provided by operating activities for the six months ended

Previous wording

Net cash used in operating activities decreased by $50 million year-over-year from $79 million in the prior year to $29 million during the current year. This decrease was generated primarily due to higher use of cash for working capital in the current year primarily driven by an increase in accounts receivable of $94 million and a decrease in accounts payable and accrued liabilities of $49 million. These were partially offset by decreases in inventories and prepaid and other assets of $11 million and $16 million, respectively.

Current wording

Net cash provided by operating activities increased by $74 million year-over-year from $57 million in the prior year to $131 million during the current year. This increase was generated primarily due to lower use of cash for working capital in the current year primarily driven by a decrease of $8 million and $10 million in inventories and prepaid and other assets, respectively, and an increase in accounts payable and accrued liabilities of $13 million. These were partially offset by increases in accounts receivable of $97 million.

Previous wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the three months ended March 31, 2024 was $76 million as compared to $91 million for the same period in 2023 primarily due to lower capital expenditures of $76 million during the current year as compared to $93 million in the prior year as the development of the Atlas Campaspe mine was completed during 2023.

Current wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the six months ended June 30, 2024 was $136 million as compared to $145 million for the same period in 2023 primarily due to a $14 million of proceeds from the sale of a royalty interest in certain Canadian mineral properties partially offset by lower capital expenditures of $152 million during the current year as compared to $148 million in the prior year.

Previous wording

Cash Flows (used in) provided by Financing Activities —Net cash used in financing activities during the three months ended March 31, 2024 was $12 million as compared to cash provided by financing activities of $120 million for the three months ended March 31, 2023. The three months ended March 31, 2024 was primarily comprised of total repayments of $11 million of long-term debt and short-term debt. The three months ended March 31, 2023 was primarily comprised of total draw downs offset by repayments of $126 million on several of our short-term debt facilities.

Current wording

Cash Flows (used in) provided by Financing Activities —Net cash used in financing activities during the six months ended June 30, 2024 was $63 million as compared to cash provided by financing activities of $92 million for the six months ended June 30, 2023. The six months ended June 30, 2024 was primarily comprised of dividends paid of $41 million and total repayments of $20 million of long-term debt and short-term debt. The six months ended June 30, 2023 was primarily comprised of total draw downs offset by repayments of $151 million on several of our short-term debt facilities partially offset by dividends paid of $50 million.

Previous wording

(1)We calculated the Term Loan Facility interest at a LIBOR plus a margin of 2.50%, the 2022 Term Loan Facility at a SOFR plus a margin of 3.25% and the 2023 Term Loan Facility at a SOFR plus a margin of 3.50%. See Note 11 of notes to our unaudited condensed consolidated financial statements.

Current wording

(1)We calculated the Term Loan Facility interest at a SOFR plus a margin of 2.50% and the 2024 Term Loan Facility at a SOFR plus a margin of 2.75%. See Note 11 of notes to our unaudited condensed consolidated financial statements.

Previous wording

EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net (loss) income excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. We define Adjusted net (loss) income attributable to Tronox as net (loss) income attributable to Tronox excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition- related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net income per share attributable to Tronox as Diluted net (loss) income per share excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.

Current wording

EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of Net Sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. We define Adjusted net income (loss) attributable to Tronox as net income (loss) attributable to Tronox excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net income per share attributable to Tronox as Diluted net income (loss) per share excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.

Previous wording

Management believes that EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net (loss) income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net (loss) income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA differently than we do, EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. GAAP financial measures:

Current wording

Management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA differently than we do, EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. GAAP financial measures:

Previous wording

The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Months Adjusted EBITDA as of March 31, 2024 and December 31, 2023:

Current wording

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Months Adjusted EBITDA as of June 30, 2024 and December 31, 2023:

Previous wording

The following table reconciles trailing twelve month net (loss) income to EBITDA and Adjusted EBITDA as of March 31, 2024:

Current wording

The following table reconciles trailing twelve month net income (loss) to EBITDA and Adjusted EBITDA as of June 30, 2024:

Previous wording

The following table reconciles Net (loss) income attributable to Tronox to Adjusted net (loss) income attributable to Tronox for the periods presented:

Current wording

The following table reconciles Net income (loss) attributable to Tronox to Adjusted net income attributable to Tronox for the periods presented:

Previous wording

(1) Only certain other items have been tax impacted whereas certain other items were not tax impacted as they were recorded in jurisdictions with full valuation allowances.

Current wording

(1) Only the sale of royalty interest and certain other items have been tax impacted whereas certain other items were not tax impacted as they were recorded in jurisdictions with full valuation allowances.

Previous wording

(2) Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net (loss) income attributable to Tronox Holdings plc and share information.

Current wording

(2) Diluted adjusted net income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information.