Tronox Holdings plc

Previous wording

Fourth quarter revenue increased 6% compared to the prior year, driven by higher TiO 2 and other product sales volumes. For the fourth quarter of 2023 as compared to the fourth quarter of 2022, TiO 2 revenue increased 9% driven by a 16% increase in volumes and a 1% exchange rate tailwind partially offset by a 6% decrease in average selling prices and a 2% unfavorable mix impact. Zircon sales volumes and average selling prices decreased 26% and 11%, respectively. Revenue from other products increased 38% from the fourth quarter 2022 to the fourth quarter of 2023 due to opportunistic sales of ilmenite and a portion of a rare earths tailings deposit in South Africa. Gross profit decreased for the fourth quarter of 2023 as compared to the fourth quarter of 2022 due to the unfavorable impact of average selling prices of TiO 2, zircon and pig iron and unfavorable overhead absorption. These unfavorable impacts were partially offset by lower commodity costs and favorable exchange rates.

Current wording

Fourth quarter revenue decreased 1% compared to the prior year, driven by unfavorable average selling prices including mix and lower other product sales volumes, partially offset by higher sales volumes of zircon and TiO 2. For the fourth quarter of 2024 as compared to the fourth quarter of 2023, TiO 2 revenue increased 3%, driven by a 4% increase in volumes partially offset by a 1% decrease in average selling prices including mix. Zircon sales volumes increased 43% partially offset by an 11% decrease in average selling prices including mix. Revenue from other products decreased 38% due to opportunistic sales of ilmenite and heavy mineral concentrate tailings which occurred in the prior year quarter, but did not reoccur in the current year quarter. Gross profit increased for the fourth quarter of 2024 as compared to the fourth quarter of 2023 due to lower production costs and higher TiO 2 and zircon sales volumes. These favorable impacts were partially offset by lower sales volumes of other products, unfavorable impacts of average selling prices and mix and unfavorable impacts of foreign currency.

Previous wording

Sequentially, revenue increased 4% in the fourth quarter of 2023 compared to the third quarter of 2023 primarily driven by higher zircon and other products sales volumes. TiO 2 revenue decreased 7% in the fourth quarter of 2023 compared to the third quarter of 2023 driven by a 4% decrease in volumes, a 1% unfavorable product mix impact, a 1% decline in average selling prices and a 1% exchange rate headwind. Zircon sales volumes increased 82% partially offset by a 9% decrease in average selling prices in the fourth quarter of 2023 compared to the third quarter of 2023. Other products revenues increased 55% sequentially from the third quarter of 2023 to the fourth quarter of 2023 due to additional sales of pig iron, as well as opportunistic sales of ilmenite and a portion of a rare earths tailings deposit in South Africa. Gross profit decreased sequentially from the third quarter of 2023 to the fourth quarter of 2023 due to decreases in sales volumes and average selling prices of TiO 2 and decreases in average selling prices of zircon and pig iron as well as increases in idle facility charges and higher production and commodity costs. These unfavorable impacts were partially offset by increases in sales volumes of zircon and other products as well as favorable impacts of foreign currency.

Current wording

Sequentially, revenue decreased 16% in the fourth quarter of 2024 compared to the third quarter of 2024 driven by lower TiO 2 and other products sales volumes and unfavorable average selling prices including mix partially offset by higher sales volumes of zircon. TiO 2 revenue decreased 13% in the fourth quarter of 2024 compared to the third quarter of 2024 driven by an 11% decrease in volumes, a 1% decline in average selling prices including mix and a 1% exchange rate headwind. Zircon sales volumes increased 9% partially offset by an 8% decrease in average selling prices including mix. Other products revenues decreased 40% sequentially primarily due to opportunistic sales of ilmenite and heavy mineral concentrate tailings that occurred in the third quarter of 2024, but did not reoccur in the fourth quarter of 2024. Gross profit decreased sequentially from the third quarter of 2024 to the fourth quarter of 2024 due to lower sales volumes of other products and TiO 2 and headwinds from average selling prices and mix. These unfavorable impacts were partially offset by improved production costs and favorable impacts of foreign currency.

Previous wording

As of December 31, 2023, our total available liquidity was $761 million, including $273 million in cash and cash equivalents and $488 million available under revolving credit agreements. As of December 31, 2023, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 4.9x. The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow revolver facility, which we do not expect to be triggered based on our current scenario planning. Refer to Note 13 of notes to consolidated financial statements for further details.

Current wording

As of December 31, 2024, our total available liquidity was $578 million, including $151 million in cash and cash equivalents and $427 million available under revolving credit agreements. As of December 31, 2024, our total debt was $2.9 billion and net debt to trailing-twelve month Adjusted EBITDA was 4.8x. The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow revolver facility. Refer to Note 13 of notes to consolidated financial statements for further details.

Previous wording

Net sales of $2,850 million for the year ended December 31, 2023 decreased by 17% compared to $3,454 million for the same period in 2022. Revenue decreased primarily due to lower TiO 2 and zircon sales volumes. Net sales by type of product for the years ended December 31, 2023 and 2022 were as follows:

Current wording

Net sales of $3,074 million for the year ended December 31, 2024 increased by 8% compared to $2,850 million for the same period in 2023. Revenue increased primarily due to higher TiO 2 and zircon sales volumes. Net sales by type of product for the years ended December 31, 2024 and 2023 were as follows:

Previous wording

For the year ended December 31, 2023, TiO 2 revenue decreased $445 million, or 17%, compared to the prior year due to a $416 million decrease in sales volumes and a decrease of $43 million in average selling prices. Foreign currency positively impacted TiO 2 revenue by $14 million due primarily to the weakening of the Euro. Zircon revenues decreased $181 million primarily due to a 42% decrease in sales volumes partially offset by a 1% increase in average selling prices. Other products revenue increased $22 million primarily due to the sale of a portion of a rare earths tailings deposit in South Africa as well as an increase in pig iron sales volumes. These increases in other products were partially offset by a decrease in average selling prices of pig iron.

Current wording

For the year ended December 31, 2024, TiO 2 revenue increased $159 million, or 7%, compared to the prior year due to a $290 million increase in sales volumes partially offset by a decrease of $129 million in average selling prices, including mix. Foreign currency negatively impacted TiO 2 revenue by $2 million due primarily to the weakening of the Euro. Zircon revenues increased $65 million primarily due to a 41% increase in sales volumes partially offset by a 16% decrease in average selling prices. Other products revenue remained consistent period over period.

Previous wording

Gross profit of $462 million for the year ended December 31, 2023 was 16.2% of net sales compared to 24.1% of net sales for the same period in 2022. The decrease in gross margin is primarily due to:

Current wording

Gross profit of $515 million for the year ended December 31, 2024 was 16.8% of net sales compared to 16.2% of net sales for the same period in 2023. The increase in gross margin is primarily due to:

Previous wording

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

Current wording

•the unfavorable impact of 5 points primarily due to a decrease in TiO 2 and Zircon selling prices, including mix.

Previous wording

Selling, general and administrative ("SG&A") expenses decreased $13 million when comparing the year ended December 31, 2023 to the prior year. The SG&A expenses decrease was primarily driven by a $7 million decrease in employee costs primarily due to lower incentive compensation, $2 million of lower travel and entertainment expenses and lower amortization cost of $2 million. The remaining net decrease was driven by individually immaterial amounts.

Current wording

Selling, general and administrative ("SG&A") expenses increased $20 million when comparing the year ended December 31, 2024 to the prior year. The SG&A expenses increase was primarily driven by a $11 million increase in employee costs and a $9 million increase in professional services. The remaining net increase was driven by individually immaterial amounts.

Previous wording

Income from operations for the year ended December 31, 2023 of $186 million, decreased by $272 million or 59% compared to the same period in 2022 which is primarily attributable to lower sales volumes of TiO 2 and zircon as well as higher production costs and unfavorable product mix partially offset by the lower selling, general and administrative expenses.

Current wording

Income from operations for the year ended December 31, 2024 of $219 million, increased by $33 million or 18% compared to the same period in 2023 which is primarily attributable to higher sales volumes of TiO 2 and zircon, improved production costs and lower idle facility charges partially offset by higher selling, general and administrative expenses.

Previous wording

Interest expense for the year ended December 31, 2023 increased $33 million compared to the same period in 2022. The increase is primarily due to the increase in the effective interest rates and higher average outstanding debt balances.

Current wording

Interest expense for the year ended December 31, 2024 increased $9 million compared to the same period in 2023. The increase is primarily due to the increase in the effective interest rates period over period.

Previous wording

Interest income for the year ended December 31, 2023 increased $8 million compared to the same period in 2022 primarily due to an overall increase in our cash investments and higher interest rates on those cash balances period over period.

Current wording

Interest income for the year ended December 31, 2024 decreased $8 million compared to the same period in 2023 primarily due to an overall decrease in our cash investments and lower interest rates on those cash balances period over period.

Previous wording

We continue to maintain full valuation allowances related to the total net deferred tax assets in the United Kingdom. During the year ended December 31, 2023, the Company has applied a full valuation allowance against the deferred tax assets in Australia. Future 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 continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom. During the year ended December 31, 2024, the Company recorded a full valuation allowances against the deferred tax assets in Brazil and the Netherlands. Future provisions for income taxes associated with these jurisdictions will 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 741% and (62)% for the years ended December 31, 2023 and 2022, respectively. The effective tax rates for the year ended December 31, 2023 and 2022 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, non-taxable income and expenses, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. Additionally, the effective tax rates for each year is significantly influenced by the release of the valuation allowance against deferred tax assets in Australia during the year ended December 31, 2022 and the subsequent reapplication of the valuation allowance against deferred tax assets in Australia during the year ended December 31, 2023. Refer to Note 5 of notes to consolidated financial statements for further information.

Current wording

The effective tax rate was 174% and 741% for the years ended December 31, 2024 and 2023, respectively. The effective tax rates for the year ended December 31, 2024 and 2023 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, non-taxable income and expenses, withholding taxes, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. Additionally, the effective tax rates for each year is significantly influenced by the application of valuation allowances against deferred tax assets in Brazil and the Netherlands during the year ended December 31, 2024 and Australia during the year ended December 31, 2023. Refer to Note 5 of notes to consolidated financial statements for further information.

Previous wording

Net (loss) income as a percentage of net sales was (11.0)% for the year ended December 31, 2023 as compared to 14.5% for the year ended December 31, 2022. The primary driver of the year-over-year decrease in Net (loss) income as a percentage of net sales is the timing of the deferred tax assets' valuation allowance adjustments as well as the lower gross profit due to higher production costs and unfavorable product mix and lower selling prices. Adjusted EBITDA as a percentage of net sales was 18.4% for the year ended December 31, 2023, a decrease of 6.9 points from 25.3% in the prior year. The lower gross profit as a result of higher production costs and unfavorable product mix as well as lower selling prices as discussed above were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.

Current wording

Net loss as a percentage of net sales was (1.8)% for the year ended December 31, 2024 as compared to (11.0)% for the year ended December 31, 2023. The primary driver of the year-over-year decrease in Net loss as a percentage of net sales is the timing of the deferred tax assets' valuation allowance adjustments as well as the higher gross profit due to higher sales volumes, lower production costs and lower idle facility charges. Adjusted EBITDA as a percentage of net sales was relatively consistent period over period at 18.3% for the year ended December 31, 2024 as compared to 18.4% in the prior year.

Previous wording

There was an other comprehensive loss of $42 million for the year ended December 31, 2023 compared to other comprehensive loss of $27 million for the year ended December 31, 2022. This increase in comprehensive loss was primarily driven by net losses on derivative instruments of $13 million in the year ended December 31, 2023 as compared to net gains on derivative instruments of $30 million in the prior year as well as pension and postretirement losses of $14 million for the year ended December 31, 2023 as compared to pension and postretirement gains of $22 million in the prior year. In addition, we recognized unfavorable foreign currency translation adjustments of $15 million for the year ended December 31, 2023 as compared to unfavorable foreign currency translation adjustments of $79 million in the prior year.

Current wording

There was an other comprehensive loss of $74 million for the year ended December 31, 2024 compared to other comprehensive loss of $42 million for the year ended December 31, 2023. This increase in comprehensive loss was primarily driven by the unfavorable foreign currency translation adjustments of $80 million for the year ended December 31, 2024 as compared to unfavorable foreign currency translation adjustments of $15 million in the prior year. Additionally, we recognized net gains on derivative instruments of $2 million in the year ended December 31, 2024 as compared to net losses on derivative instruments of $13 million in the prior year as well as pension and postretirement gains of $8 million for the year ended December 31, 2024 as compared to pension and postretirement losses of $14 million in the prior year.

Previous wording

During 2023, our liquidity increased by $153 million to $761 million.

Current wording

During 2024, our liquidity decreased by $183 million to $578 million.

Previous wording

Working capital (calculated as current assets less current liabilities) was $1.4 billion at December 31, 2023, compared to $1.1 billion at December 31, 2022.

Current wording

Working capital (calculated as current assets less current liabilities) was $1.3 billion at December 31, 2024, compared to $1.4 billion at December 31, 2023.

Previous wording

As of and for the year ended December 31, 2023, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 17% of our total consolidated liabilities, approximately 34% of our total consolidated assets, approximately 43% of our total consolidated net sales and approximately 55% of our Consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of December 31, 2023, our non-guarantor subsidiaries had $688 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 13 of notes to consolidated financial statements for additional information.

Current wording

As of and for the year ended December 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 18% of our total consolidated liabilities, approximately 39% of our total consolidated assets, approximately 44% of our total consolidated net sales and approximately 52% of our Consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of December 31, 2024, our non-guarantor subsidiaries had $748 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 13 of notes to consolidated financial statements for additional information.

Previous wording

At December 31, 2023, we had outstanding letters of credit and bank guarantees of $109 million. See Note 13 of notes to consolidated financial statements.

Current wording

At December 31, 2024, we had outstanding letters of credit and bank guarantees of $131 million. See Note 18 of notes to consolidated financial statements.

Previous wording

As of December 31, 2023, our credit rating with Moody’s remained unchanged from December 31, 2022 at Ba3 stable outlook. As of December 31, 2023, our credit rating with Standard & Poor's remained unchanged from December 31, 2022 at B positive outlook, but the outlook was changed in August 2023 from positive to stable. See Note 13 of notes to consolidated financial statements.

Current wording

As of December 31, 2024, our credit rating with Moody’s remained unchanged from December 31, 2023 at Ba3 stable outlook. In the first quarter of 2025, Moody's changed our outlook to negative. As of December 31, 2024, our credit rating with Standard & Poor's rating and outlook remained unchanged at B positive and stable, respectively. See Note 13 of notes to consolidated financial statements.

Previous wording

At December 31, 2023, we held $273 million in cash and cash equivalents in these respective jurisdictions: $98 million in the United States, $19 million in South Africa, $62 million in Australia, $40 million in Brazil, $12 million in Saudi Arabia, $17 million in China, $24 million in Europe and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2023, we held less than $1 million of restricted cash which is in Australia related to performance bonds.

Current wording

At December 31, 2024, we held $151 million in cash and cash equivalents in these respective jurisdictions: $17 million in the United States, $38 million in South Africa, $26 million in Australia, $28 million in Brazil, $7 million in Saudi Arabia, $17 million in China, $17 million in Europe and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2024, we held approximately $1 million of restricted cash which is in South Africa related to a profit-sharing arrangement as well as in Australia related to performance bonds.

Previous wording

On November 9, 2021, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 2024. During the year ended December 31, 2023, we made no repurchases of the Company's stock. In connection with the expiration in February 2024 of the Company's existing share repurchase program, on February 21, 2024, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027.

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 year ended December 31, 2024, we made no repurchases of the Company's stock.

Previous wording

In August 2023, the Borrower, 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. 3 to the Amended and Restated First Lien Credit Agreement (the "2023 Amendment"). The 2023 Amendment provides the Borrower with a new five -year incremental term loan facility ("the 2023 Term Loan Facility" and, the loans thereunder, the "2023 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $350 million. A portion of the proceeds of the 2023 Term Loan Facility were used to repay $159 million of then-outstanding borrowings under the Company's existing revolving credit facilities and to enhance available liquidity for upcoming capital expenditures. Refer to Note 13 in notes to 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

At December 31, 2023 and 2022, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.5 billion, respectively.

Current wording

At December 31, 2024 and 2023, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $2.9 billion and $2.8 billion, respectively.

Previous wording

At December 31, 2023 and 2022, our net debt (the excess of our debt over cash and cash equivalents) was $2.6 billion and $2.4 billion, respectively. See Note 13 of notes to consolidated financial statements.

Current wording

At December 31, 2024 and 2023, our net debt (the excess of our debt over cash and cash equivalents) was $2.7 billion and $2.6 billion, respectively.

Previous wording

In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and to extend the program term to November 2025.

Current wording

In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and extended the program term to November 2025.

Previous wording

In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remain at $200 million and November 2025, respectively.

Current wording

In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remained at $200 million and November 2025, respectively.

Previous wording

Cash Flows provided by Operating Activities —Cash provided by our operating activities is driven by net (loss) income adjusted for non-cash items and changes in working capital items. The following table summarizes our net cash provided by operating activities for 2023 and 2022:

Current wording

Cash Flows provided by Operating Activities —Cash provided by our operating activities is driven by net loss adjusted for non-cash items and changes in working capital items. The following table summarizes our net cash provided by operating activities for 2024 and 2023:

Previous wording

Net cash provided by operating activities was $184 million in 2023 as compared to $598 million in 2022. The decrease of $414 million period over period is primarily due to a $255 million reduction in net (loss) income net of non-cash adjustments and an increase of $159 million use of cash for net assets and liabilities. The higher use of cash for working capital was primarily driven by increases in inventories of $151 million and decreases in accounts payable and accrued liabilities of $84 million partially offset by a decrease in accounts receivable of $84 million and a decrease in prepaids and other current assets of $37 million in the current year. Additionally, there was a use of cash for long-term other assets and liabilities of $36 million.

Current wording

Net cash provided by operating activities was $300 million in 2024 as compared to $184 million in 2023. The increase of $116 million period over period is primarily due to a $45 million increase in income related cash generation and a decrease of $71 million use of cash for net assets and liabilities. The lower use of cash for working capital was primarily driven by decreases in the use of cash for inventories of $36 million and decreases in the use of cash for accounts payable and accrued liabilities of $73 million partially offset by a decrease in cash provided by accounts receivable of $73 million and a change of $34 million in net changes in income tax payables and receivables. Additionally, there was an increase in the use of cash for long-term other assets and liabilities of $2 million from the prior year to the current year.

Previous wording

Cash Flows used in Investing Activities —Net cash used in investing activities for the year ended December 31, 2023 was $255 million as compared to $415 million for the year ended December 31, 2022. The $160 million decrease in use of cash year over year is primarily driven by lower capital expenditures of $261 million partially offset by $6 million of proceeds from the sale of assets in the current year.

Current wording

Cash Flows used in Investing Activities —Net cash used in investing activities for the year ended December 31, 2024 was $343 million as compared to $255 million for the year ended December 31, 2023. The $88 million increase in use of cash year over year is primarily driven by higher capital expenditures of $370 million partially offset by $21 million of proceeds from the sale of a royalty interest in certain Canadian mineral properties during the current year. The remaining $6 million in the current year is related to other proceeds from sale of assets.

Previous wording

Cash Flows provided by (used in) Financing Activities —Net cash provided by financing activities during the year ended December 31, 2023 was $176 million as compared to cash used in financing activities of $250 million for the year ended December 31, 2022. The current year is primarily comprised of proceeds from long-term debt of $347 million from our 2023 Term Loan Facility partially offset by repayments of long-term and short-term debt of $165 million. Additionally, during the current year, $89 million of cash used to pay dividends during the year ended December 31, 2023. In the prior year, we used $50 million of cash for repurchases of common stock of which there were none in the current year.

Current wording

Cash Flows (used in) provided by Financing Activities —Net cash used in financing activities during the year ended December 31, 2024 was $71 million as compared to cash provided by financing activities of $176 million for the year ended December 31, 2023. The current year is primarily comprised of dividends paid of $80 million and total net proceeds of $26 million of long-term debt and short-term debt. The prior year was comprised of $347 million of proceeds from long-term debt partially offset by repayments of long-term and short-term debt of $165 million as well as $89 million of cash used to pay dividends.

Previous wording

(4)Pension and other post-retirement benefit ("OPEB") obligations of $225 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2024 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2032. Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2024 and unfunded benefit payments after 2033 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 21 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.

Current wording

(4)Pension and other post-retirement benefit ("OPEB") obligations of $219 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2025 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2034. Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2025 and unfunded benefit payments after 2034 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 21 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.

Previous wording

EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, 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 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 income per share excluding the impact of nonrecurring items which 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 net (loss) income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, 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 income attributable to Tronox as net (loss) income attributable to Tronox excluding the impact of nonrecurring items which 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 per share excluding the impact of nonrecurring items which 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

(c)Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Operations.

Current wording

(b)Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Operations.

Previous wording

(c) 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022. 2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029, and 5) certain discretionary prepayments made primarily on our term loan in the US.

Current wording

(c)2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new loan which closed in April 2022. See Note 13 of notes to consolidated financial statements.

Previous wording

(e)Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other (expense) income, net" in the Consolidated Statements of Operations.

Current wording

(d)Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other income (expense), net" in the Consolidated Statements of Operations.

Previous wording

(f)2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan.

Current wording

(e)2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan.

Previous wording

(g)Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.

Current wording

(f)Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.

Previous wording

(h)Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.

Current wording

(g)Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.

Previous wording

(d)2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new loan which closed in April 2022. 2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2)

Current wording

(b) 2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022.