Tronox Holdings plc

Previous wording

Second quarter revenue increased 3% compared to the prior year, driven by higher sales volumes of TiO 2 and zircon. For the second quarter of 2024 as compared to the second quarter of 2023, TiO 2 revenue increased 7% driven by a 16% increase in volumes, partially offset by an 8% decline in TiO 2 average selling prices and mix, and a 1% headwind from foreign exchange rates. Zircon revenue decreased 11% from the second quarter of 2023 to the second quarter of 2024 due to a 15% decline in average selling prices partially offset by a 4% increase in sales volumes. Revenue from other products decreased 7% from the second quarter of 2023 to the second quarter of 2024 primarily due to a decrease in both volumes and average selling prices of pig iron. Gross profit decreased for the second quarter of 2024 as compared to the second quarter of 2023 due to the unfavorable impact of selling prices, including mix partially offset by improved production costs including direct material costs, higher sales volumes, and favorable freight costs.

Current wording

Third quarter revenue increased 21% compared to the prior year, driven by higher sales volumes of TiO 2, zircon and other products. For the third quarter of 2024 as compared to the third quarter of 2023, TiO 2 revenue increased 10% driven by a 12% increase in volumes, partially offset by a 2% decline in TiO 2 average selling prices and mix, and foreign exchange rates remained relatively flat to the prior year. Zircon revenue increased 124% from the third quarter of 2023 to the third quarter of 2024 due to a 134% increase in sales volumes partially offset by a 10% decline in average selling prices. Revenue from other products increased 61% from the third quarter of 2023 to the third quarter of 2024 primarily due to opportunistic sales of ilmenite and heavy mineral concentrate tailings. Gross profit increased for the third quarter of 2024 as compared to the third quarter of 2023 due to higher sales volumes partially offset by the unfavorable impact of selling prices, including mix.

Previous 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.

Current wording

Sequentially, revenue decreased 2% in the third quarter of 2024 compared to the second quarter of 2024 primarily due to lower sales volumes of TiO 2 and zircon. TiO 2 revenues decreased 6% driven by an 7% decrease in volumes partially offset by a 1% increase in TiO 2 averages selling prices. Zircon revenue decreased 13% sequentially driven by a 12% decrease in sales volumes and a 1% decrease in average selling prices. Revenue from other products increased 39% from the second quarter of

Previous 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.

Current wording

As of September 30, 2024, our total available liquidity was $668 million, including $167 million in cash and cash equivalents and $501 million available under revolving credit agreements. As of September 30, 2024, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 5.0x with approximately 73% 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 New 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, 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).

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 loss.

Previous 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.

Current wording

Net sales of $804 million for the three months ended September 30, 2024 increased by 21%, compared to $662 million for the same period in 2023. The increase is primarily due to higher sales volumes of TiO 2, zircon and other products.

Previous 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.

Current wording

For the three months ended September 30, 2024, TiO 2 revenue was higher by 10% or $58 million compared to the prior year quarter primarily due to an increase of $69 million in sales volumes partially offset by a decrease of $13 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenue by $2 million primarily due to the weakening of the Euro. Zircon revenue increased $41 million primarily due to a 134% increase in sales volumes partially offset by a 10% decrease in average selling prices. Other products revenue increased $43 million from the year-ago quarter primarily due to opportunistic sales of ilmenite and heavy mineral concentrate tailings.

Previous 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:

Current wording

Gross profit of $128 million was 15.9% of net sales compared to 14.2% of net sales in the year-ago quarter. The increase in gross margin is primarily due to:

Previous 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

Current wording

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

Previous wording

Income from operations for the three months ended June 30, 2024 was $76 million compared to $84 million in the prior year period. The decrease of $8 million was primarily due to the lower selling prices of TiO 2, Zircon and pig iron partially offset by improved absorption from higher production volumes.

Current wording

Income from operations for the three months ended September 30, 2024 was $54 million compared to $32 million in the prior year period. The increase of $22 million was primarily due to the higher sales volumes partially offset by lower selling prices of TiO 2 and Zircon and higher SG&A expenses as discussed above.

Previous wording

Selling, general and administrative expenses of $74 million remained relatively consistent quarter over quarter.

Current wording

Both interest expense and interest income remained relatively consistent quarter over quarter.

Previous wording

Other income, net for the six months ended June 30, 2024 primarily consisted of approximately $28 million (net of associated transaction fees) related to a sale of a royalty interest in certain Canadian mineral properties partially offset by $7 million of fees associated with the utilization of the Securitization Facility and $2 million of net realized and unrealized foreign currency losses. The remaining amount was driven by other individually immaterial amounts.

Current wording

Other (expense) income, net for the three months ended September 30, 2024 primarily consisted of approximately $8 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

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.

Current wording

The effective tax rate was 2,600% and (133)% for the three months ended September 30, 2024 and 2023, respectively. The effective tax rates for the three months ended September 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.

Previous 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.

Current wording

Net loss as a % of net sales was 3.1% for the three months ended September 30, 2024 as compared to 2.1% for the prior year period. The primary driver of the period over period increase is the higher SG&A and loss on extinguishment of debt as discussed above partially offset by the increase in gross profit due to opportunistic sales of heavy mineral concentrate tailings. Adjusted EBITDA as a percentage of net sales was 17.8% for the three months ended September 30, 2024 as compared to 17.5% for the prior year primarily due to the higher gross margin as a result of higher zircon volumes growth and opportunistic sales of ilmenite and heavy mineral concentrate tailings partially offset by a higher SG&A expenses as discussed above.

Previous 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 from operations.

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 loss.

Previous wording

Net sales of $1,594 million for the six months ended June 30, 2024 increased by 6% compared to $1,502 million for the same period in 2023. The increase is primarily due to increases in sales volumes of both TiO 2 and Zircon.

Current wording

Net sales of $2,398 million for the nine months ended September 30, 2024 increased by 11% compared to $2,164 million for the same period in 2023. The increase is primarily due to increases in sales volumes of both TiO 2, zircon and other products.

Previous wording

Net sales by type of product for the six months ended June 30, 2024 and 2023 were as follows:

Current wording

Net sales by type of product for the nine months ended September 30, 2024 and 2023 were as follows:

Previous wording

For the six months ended June 30, 2024, TiO 2 revenue was higher by 8% or $88 million compared to the prior year period. TiO 2 revenue increased primarily due to an increase of $204 million in sales volumes partially offset by a decrease of $115 million in average selling prices, including mix. Foreign currency negatively impacted TiO 2 revenue by $1 million due to the weakening of the Euro. Zircon revenue increased $6 million primarily due to a 21% increase in sales volumes partially offset by a 17% decrease in average selling prices. Other products revenue decreased $2 million primarily due to decrease in sales volumes and average selling prices of pig iron.

Current wording

For the nine months ended September 30, 2024, TiO 2 revenue was higher by 8% or $145 million compared to the prior year period. TiO 2 revenue increased primarily due to an increase of $272 million in sales volumes partially offset by a decrease of $127 million in average selling prices, including mix. Foreign currency remained consistent period over period. Zircon revenue increased $47 million primarily due to a 42% increase in sales volumes partially offset by a 18% decrease in average selling prices. Other products revenue increased $42 million primarily due to opportunistic sales of ilmenite and heavy mineral concentrate tailings.

Previous wording

Gross margin of $270 million was 16.9% of net sales compared to 19.3% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

Current wording

Gross margin of $398 million was 16.6% of net sales compared to 17.7% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

Previous wording

•the unfavorable impact of 8 points primarily due to a decrease in TiO 2, Zircon and pig iron selling prices, partially offset by

Current wording

•the unfavorable impact of 6 points primarily due to a decrease in TiO 2 and Zircon selling prices, partially offset by

Previous 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.

Current wording

Selling, general and administrative expenses increased by $21 million or 10% during the nine months ended September 30, 2024 compared to the same period of the prior year primarily driven by an $11 million increase in employee costs and a $8 million increase in professional services. The remaining net increase was driven by individually immaterial amounts.

Previous 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.

Current wording

Income from operations for the nine months ended September 30, 2024 was $171 million compared to income from operations of $178 million in the prior year period. The decrease of $7 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 and opportunistic sales of ilmenite and heavy mineral concentrate tailings as discussed above.

Previous wording

Interest expense for the six months ended June 30, 2024 increased by $13 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 nine months ended September 30, 2024 increased by $13 million compared to the same period of 2023 primarily due to the increase in the outstanding debt balances and the effective interest rates on our long-term debt facilities period over period.

Previous 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.

Current wording

Other (expense) income, net for the nine months ended September 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 $10 million of net realized and unrealized foreign currency losses and $11 million of fees associated with the utilization of the Securitization Facility. The remaining amount was driven by other individually immaterial amounts.

Previous wording

The effective tax rate was 98% and 380% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rates for the six 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 six months ended June 30, 2024 was impacted by the establishment of a full valuation allowance against Brazil's deferred tax assets. The effective tax rate for the six months ended June 30, 2023 was impacted by the establishment of a full valuation allowance against Australia's deferred tax assets.

Current wording

The effective tax rate was 141% and 419% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rates for the nine months ended September 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 nine months ended September 30, 2024 was impacted by the establishment of a full valuation allowance against Brazil's deferred tax assets. The effective tax rate for the nine months ended September 30, 2023 was impacted by the establishment of a full valuation allowance against Australia's deferred tax assets.

Previous wording

Net income (loss) as a % of net sales 0.1% for the six months ended June 30, 2024 as compared to (16.2%) 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 18.3% for the six months ended June 30, 2024, a decrease of 2.6 points from 20.9% in the prior year. The lower gross margin and higher SG&A expenses were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.

Current wording

Net loss as a % of net sales was 1.0% for the nine months ended September 30, 2024 as compared to 11.9% for the prior year period. The primary driver of the period over period decrease is the timing of the deferred tax assets' valuation allowance adjustments, the sale of a royalty interest in certain Canadian properties and opportunistic sales of ilmenite and heavy mineral concentrate tailings in the current period partially offset by the lower gross margin due to the lower selling prices, higher SG&A expenses, higher interest expense and loss on extinguishment of debt as discussed above. Adjusted EBITDA as a percentage of net sales was 18.1% for the nine months ended September 30, 2024, a decrease of 1.8 points from 19.9% in the prior year. The lower gross margin and higher SG&A were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.

Previous 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.

Current wording

Other comprehensive income was $54 million in the three months ended September 30, 2024 as compared to other comprehensive loss of $20 million in the three months ended September 30, 2023. The change is primarily due to the favorable foreign currency translation adjustments of $76 million in the three months ended September 30, 2024 as compared to unfavorable foreign currency translation adjustments of $27 million in the prior year period. This was partially offset by a net loss on derivative instruments of $22 million in the three months ended September 30, 2024 as compared to a net gain on derivative instruments of $7 million in the prior year period.

Previous wording

Other comprehensive loss was $20 million in the six months ended June 30, 2024 as compared to other comprehensive loss of $36 million in the six months ended June 30, 2023. The change is primarily due to the unfavorable foreign currency translation adjustments of $27 million in the six months ended June 30, 2024 as compared to the unfavorable foreign currency translation adjustments of $43 million in the prior year period. In addition, we recognized a net gain on derivative instruments of $6 million in the six months ended June 30, 2024 as compared to a net gain on derivative instruments of $7 million in the prior year period.

Current wording

Other comprehensive income was $34 million in the nine months ended September 30, 2024 as compared to other comprehensive loss of $56 million in the nine months ended September 30, 2023. The change is primarily due to the favorable foreign currency translation adjustments of $49 million in the nine months ended September 30, 2024 as compared to the unfavorable foreign currency translation adjustments of $70 million in the prior year period. This was partially offset by a net loss on derivative instruments of $16 million in the nine months ended September 30, 2024 as compared to a net gain on derivative instruments of $14 million in the prior year period.

Previous wording

Working capital (calculated as current assets less current liabilities) was $1.5 billion at June 30, 2024 and $1.4 billion at December 31, 2023.

Current wording

Working capital (calculated as current assets less current liabilities) was $1.4 billion at September 30, 2024 and $1.4 billion at December 31, 2023.

Previous wording

As of June 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 18% of our total consolidated liabilities and approximately 41% of our total consolidated assets. For the three and six months ended June 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 42% and 43%, respectively, of our total consolidated net sales. For the three and six months ended June 30, 2024, the non-guarantor subsidiaries of our

Current wording

As of September 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 19% of our total consolidated liabilities and approximately 42% of our total consolidated assets. For the three and nine months ended September 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 45% and 44%, respectively, of our total consolidated net sales. For the three and nine months ended September 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 60% and 51% of our consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of September 30, 2024, our non-guarantor subsidiaries had $815 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 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.

Current wording

At September 30, 2024, we had outstanding letters of credit and bank guarantees of $145 million. See Note 15 of notes to unaudited condensed consolidated financial statements.

Previous 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.

Current wording

At September 30, 2024, we held $167 million in cash and cash equivalents in these respective jurisdictions: $27 million in Europe, $8 million in the United States, $46 million in Australia, $17 million in Brazil, $37 million in South Africa, $14 million in Saudi Arabia, $17 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 six months ended June 30, 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 nine months ended September 30, 2024, we made no repurchases of the Company's stock.

Previous 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.

Current wording

At September 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 September 30, 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.

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 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.

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.

Previous 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

Current wording

Cash Flows provided by Operating Activities — Cash provided by operating activities of $218 million is primarily driven by $305 million of net income adjusted for non-cash items offset by a net cash outflow of $87 million related to changes in assets and liabilities. The following table provides our net cash provided by operating activities for the nine months ended September 30, 2024 and 2023:

Previous 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.

Current wording

Net cash provided by operating activities increased by $144 million year-over-year from $74 million in the prior year to $218 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 increase of $82 million and $11 million in accounts receivables and inventories, respectively.

Previous 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.

Current wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the nine months ended September 30, 2024 was $226 million as compared to $199 million for the same period in 2023 primarily due to $21 million of proceeds from the sale of a royalty interest in certain Canadian mineral properties partially offset by higher capital expenditures of $253 million during the current year as compared to $202 million in the prior year.

Previous 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.

Current wording

Cash Flows (used in) provided by Financing Activities —Net cash used in financing activities during the nine months ended September 30, 2024 was $97 million as compared to cash provided by financing activities of $207 million for the nine months ended September 30, 2023. The nine months ended September 30, 2024 was primarily comprised of dividends paid of $61 million and total net repayments of $21 million of long-term debt and short-term debt. The nine months ended September 30, 2023 was primarily comprised of the proceeds from the 2023 Term Loan Facility of $347 million partially offset by $69 million used to pay dividends and $55 million of total repayments offset by drawdowns on several of our short-term debt facilities for general corporate purposes.

Previous 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.

Current wording

(1)We calculated the 2024-B Term Loan Facility interest at a SOFR plus a margin of 2.50%, the 2024 Term Loan Facility at a SOFR plus a margin of 2.75%, and the RMB Term Loan at a JIBAR plus a margin of 2.35%. See Note 11 of notes to our unaudited condensed consolidated financial statements.

Previous wording

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

Current wording

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