Tronox Holdings plc

Previous 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.

Current wording

Sequentially, revenue increased 9% in the first quarter of 2025 compared to the fourth quarter of 2024 primarily due to higher sales volumes of TiO 2 and higher sales of other products. TiO 2 revenues increased 10% driven by a 12% increase in sales volumes partially offset by a 2% decrease in average selling prices including mix. Zircon revenue decreased 8% sequentially driven by a 6% decrease in sales volumes and a 2% decrease in average selling prices including mix. Revenue from other products increased 25% from the fourth quarter of 2024 to the first quarter of 2025 primarily due to an increase in pig iron sales volumes and opportunistic sales of ilmenite. Gross profit decreased from the fourth quarter of 2024 to the first quarter of 2025 due to lower average selling prices including mix and higher production costs partially offset by insurance proceeds received to cover cost incurred from a previous shutdown at Botlek due to a supplier outage, higher sales volumes of TiO 2 and favorable exchange rate impacts.

Previous 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.

Current wording

As of March 31, 2025, our total available liquidity was $443 million, including $138 million in cash and cash equivalents and $305 million available under revolving credit agreements. As of March 31, 2025, our total debt was $3.0 billion and net debt to trailing-twelve month Adjusted EBITDA was 5.2x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow revolver facility. Refer to Note 12 of notes to condensed consolidated financial statements for further details.

Previous 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.

Current wording

For the three months ended March 31, 2025, TiO 2 revenue was lower by 3% or $21 million compared to the prior year quarter primarily due to a decrease of $9 million in sales volumes and a decrease of $5 million in average selling prices. Foreign currency negatively impacted TiO 2 revenue by $7 million primarily due to the weakening of the Euro. Zircon revenue decreased $19 million primarily due to a 15% decrease in sales volumes and a 7% decrease in average selling prices. Other products revenue increased $4 million from the year-ago quarter primarily due to an increase in sales of pig iron.

Previous 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:

Current wording

Gross profit of $99 million was 13.4% of net sales compared to 15.5% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Previous wording

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

Current wording

•the unfavorable impact of 1 point primarily due to a decrease in TiO 2, and zircon selling prices including mix, partially offset by

Previous wording

Refer to Note 11 in notes to unaudited condensed consolidated financial statements for further details.

Current wording

Restructuring and other charges of $86 million for the three months ended March 31, 2025 was related to the Botlek plant idling. Refer to Note 2 in notes to condensed consolidated financial statements for further details.

Previous wording

Selling, general and administrative expenses of $74 million increased $12 million compared to the same period of 2023 primarily due to a $6 million increase in employee costs and a $5 million increase in professional services. The remaining net increase was driven by individually immaterial amounts.

Current wording

Selling, general and administrative expenses of $74 million decreased $5 million compared to the same period of 2024 primarily due to a $5 million decrease in employee costs partially offset by a $3 million increase in professional services. The remaining net decrease was driven by individually immaterial amounts.

Previous 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.

Current wording

(Loss) income from operations for the three months ended March 31, 2025 was $(61) million compared to $41 million in the prior year period. The decrease of $102 million was primarily due to the restructuring and other charges of $86 million as well as lower sales volumes and lower selling prices of TiO 2 and Zircon partially offset by lower SG&A expenses as discussed above.

Previous wording

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

Current wording

Interest expense remained consistent quarter over quarter.

Previous 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.

Current wording

Other expense, net for the three months ended March 31, 2025 primarily consisted of approximately $1 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 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.

Current wording

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands 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 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.

Current wording

The effective tax rate was (5)% and 550% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rates for the three months ended March 31, 2025 and 2024 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 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.

Current wording

Net loss as a % of net sales was 15.0% for the three months ended March 31, 2025 as compared to 1.2% for the prior year period. The primary driver of the period over period increase is the restructuring and other charges during the current quarter and lower gross profit due to lower sales volumes and lower selling prices partially offset by the decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 15.2% for the three months ended March 31, 2025 as compared to 16.9% for the prior year primarily due to the lower gross margin as a result of lower TiO 2 and zircon volumes and selling prices partially offset by lower SG&A expenses as discussed above.

Previous 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.

Current wording

Other comprehensive income was $40 million in the three months ended March 31, 2025 as compared to other comprehensive loss of $32 million in the three months ended March 31, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $51 million in the three months ended March 31, 2025 as compared to unfavorable foreign currency translation adjustments of $41 million in the prior year period. This was partially offset by a net loss on derivative instruments of $11 million in the three months ended March 31, 2025 as compared to a net gain on derivative instruments of $9 million in the prior year period.

Previous wording

Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of unsecured notes, bank financings and borrowings under lines of credit. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 11 of notes to consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs and other items within our control to maintain adequate liquidity.

Current wording

Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of unsecured notes, bank financings and borrowings under lines of credit. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 12 of notes to consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions including tariffs, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs and other items within our control to maintain adequate liquidity.

Previous 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.

Current wording

Working capital (calculated as current assets less current liabilities) was $1.2 billion at March 31, 2025 and $1.3 billion at December 31, 2024.

Previous 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.

Current wording

As of March 31, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 20% of our total consolidated liabilities and approximately 42% of our total consolidated assets. For the three months ended March 31, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 46% of our total consolidated net sales. For the three months ended March 31, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 47% of our consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of March 31, 2025, our non-guarantor subsidiaries had $874 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes.

Previous 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.

Current wording

At March 31, 2025, we had outstanding letters of credit and bank guarantees of $139 million. See Note 16 of notes to unaudited condensed consolidated financial statements.

Previous wording

During the three months ended September 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.

Current wording

During the three months ended March 31, 2025, our credit rating with Moody’s changed from Ba3 stable outlook to negative outlook and our Standard & Poor's rating and outlook remained the same at B positive and stable, respectively.

Previous 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.

Current wording

At March 31, 2025, we held $138 million in cash and cash equivalents in these respective jurisdictions: $21 million in Europe, $2 million in the United States, $33 million in Australia, $23 million in Brazil, $32 million in South Africa, $12 million in Saudi Arabia, $14 million in China and other Asia countries 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 nine months ended September 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 three months ended March 31, 2025, we made no repurchases of the Company's stock.

Previous 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.

Current wording

At March 31, 2025 and December 31, 2024, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.0 billion and $2.9 billion, respectively. At March 31, 2025 and December 31, 2024, our net debt (the excess of our debt over cash and cash equivalents) was $2.8 billion and $2.7 billion, respectively.

Previous 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:

Current wording

Cash Flows used in Operating Activities — Cash used in operating activities of $32 million is primarily driven by $69 million of net income adjusted for non-cash items offset by a net cash outflow of $101 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, 2025 and 2024:

Previous 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.

Current wording

Net cash used in operating activities increased by $3 million year-over-year from $29 million in the prior year to $32 million during the current year. This increase was primarily due to a decrease in income related cash generation partially offset by decreases in the use of cash for net assets and liabilities. The lower use of cash working capital was primarily driven by an increase in the use of cash for inventories of $46 million partially offset by increases in the cash provided by accounts receivable of $45 million and decreases in the use of cash for accounts payable and accrued liabilities of $27 million.

Previous 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.

Current wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the three months ended March 31, 2025 was $95 million as compared to $76 million for the same period in 2024 primarily due to higher capital expenditures of $110 million during the current year as compared to $76 million in the prior year partially offset by $15 million of cash received for the repayment of our loan with AMIC related to the titanium slag smelter facility.

Previous 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.

Current wording

Cash Flows provided by (used in) Financing Activities —Net cash provided by financing activities during the three months ended March 31, 2025 was $108 million as compared to cash used in financing activities of $12 million for the three months ended March 31, 2024. The three months ended March 31, 2025 was primarily comprised of net proceeds from short-term debt of $115 million partially offset by $6 million of repayments of long-term debt. The three months ended March 31, 2024 was primarily comprised of total repayments of short-term and long-term debt of $11 million.

Previous 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.

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 2.25%, and the RMB Term Loan at a JIBAR plus a margin of 2.35%. See Note 12 of notes to our unaudited condensed consolidated financial statements.

Previous 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.

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 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.