Tronox Holdings plc

Previous wording

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our nine TiO 2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

Current wording

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our eight TiO 2 pigment facilities located in the United States, Australia, Brazil, UK, France, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

Previous wording

First quarter revenue decreased 5% compared to the prior year, primarily driven by lower zircon sales volumes and lower average selling prices of zircon and TiO 2. For the first quarter of 2025 as compared to the first quarter of 2024, TiO 2 revenue decreased 3% driven by a 1% decrease in sales volumes, a 1% decline in average selling prices including mix, and a 1% exchange rate headwind. Zircon revenue decreased 22% from the first quarter of 2024 to the first quarter of 2025 due to a 15% decrease in sales volumes and a 7% decline in average selling prices including mix. Revenue from other products increased 5% from the first quarter of 2024 to the first quarter of 2025 primarily due to higher sales volumes of pig iron and opportunistic sales of ilmenite. Gross profit decreased for the first quarter of 2025 as compared to the first quarter of 2024 due to lower sales volumes, lower average selling prices including mix, headwinds from higher mining costs, higher freight costs and unfavorable exchange rate movements. This was partially offset by favorable pigment costs and insurance proceeds received to cover cost incurred from a previous shutdown at Botlek due to a supplier outage.

Current wording

Second quarter revenue decreased 11% compared to the prior year, primarily driven by lower TiO 2 and zircon sales volumes and lower average selling prices of zircon. For the second quarter of 2025 as compared to the second quarter of 2024, TiO 2 revenue decreased 10% driven by a 11% decrease in sales volumes partially offset by a 1% exchange rate tailwind, while TiO 2 average selling prices including mix were flat. Zircon revenue decreased 20% from the second quarter of 2024 to the second quarter of 2025 due to a 10% decrease in sales volumes and a 10% decline in average selling prices including mix. Revenue from other products decreased 7% from the second quarter of 2024 to the second quarter of 2025 primarily due to lower sales volumes of pig iron. Gross profit decreased for the second quarter of 2025 as compared to the second quarter of 2024 due to lower sales volumes, higher production costs, lower average selling prices including mix, and higher freight costs partially offset by favorable impacts from exchange rate movements and lower corporate costs.

Previous 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.

Current wording

Sequentially, revenue decreased 1% in the second quarter of 2025 compared to the first quarter of 2025 primarily due to lower sales volumes of TiO 2 and lower sales of zircon and other products. TiO 2 revenues increased 1% driven by a 1% increase in average selling prices including mix and a 2% exchange rate tailwind, partly offset by a 2% decrease in sales volumes. Zircon revenue decreased 1% sequentially driven by a 2% decrease in average selling prices including mix, partially offset by a 1% increase in sales volumes. Revenue from other products decreased 11% from the first quarter of 2025 to the second quarter of 2025 primarily due to a decrease in pig iron sales volumes. Gross profit decreased from the first quarter of 2025 to the second quarter of 2025 due to higher cost pigment produced during the first quarter of 2025 being sold in the second quarter of 2025, insurance proceeds received to cover cost incurred from a previous shutdown at Botlek due to a supplier outage received in the first quarter of 2025 which did not recur in the second quarter of 2025, lower sales volumes of TiO 2 and other products, and higher freight costs partially offset by higher average selling prices including mix, favorable exchange rate impacts and lower corporate costs.

Previous 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.

Current wording

As of June 30, 2025, our total available liquidity was $397 million, including $132 million in cash and cash equivalents and $265 million available under revolving credit agreements. As of June 30, 2025, our total debt was $3.1 billion and net debt to trailing-twelve month Adjusted EBITDA was 6.1x. 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

Net sales of $738 million for the three months ended March 31, 2025 decreased by 5%, compared to $774 million for the same period in 2024. The decrease is primarily due to both lower sales volumes and average selling prices of TiO 2 and zircon.

Current wording

Net sales of $731 million for the three months ended June 30, 2025 decreased by 11%, compared to $820 million for the same period in 2024. The decrease is primarily due to both lower sales volumes and average selling prices of zircon.

Previous 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.

Current wording

For the three months ended June 30, 2025, TiO 2 revenue was lower by 10% or $66 million compared to the prior year quarter primarily due to a decrease of $72 million in sales volumes and a decrease of $3 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenue by $9 million primarily due to the strengthening of the Euro. Zircon revenue decreased $17 million primarily due to a 10% decrease in sales volumes and a 10% decrease in average selling prices. Other products revenue decreased $6 million from the year-ago quarter primarily due to a decrease in sales of pig iron.

Previous 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:

Current wording

Gross profit of $79 million was 10.8% of net sales compared to 18.3% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Previous 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.

Current wording

Restructuring and other charges of $42 million for the three months ended June 30, 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 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.

Current wording

Selling, general and administrative expenses of $72 million decreased $2 million compared to the same period of 2024 primarily due to a $4 million decrease in employee costs and a decrease of $1 million in travel and entertainment expenses partially offset by a $2 million increase in professional services. The remaining net decrease was driven by individually immaterial amounts.

Previous 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.

Current wording

Loss from operations for the three months ended June 30, 2025 was $35 million compared to income from operations of $76 million in the prior year period. The decrease of $111 million was primarily due to the restructuring and other charges of $42 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

Interest income was $2 million for the three months ended March 31, 2025 compared to $4 million in the prior year period which is primarily due to the overall decrease in cash balances quarter over quarter.

Current wording

Interest income was $1 million for the three months ended June 30, 2025 compared to $2 million in the prior year period which is primarily due to the overall decrease in cash balances quarter over quarter.

Previous 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.

Current wording

Other (expense) income, net for the three months ended June 30, 2025 primarily consisted of approximately $3 million of fees associated with the utilization of the Securitization Facility partially offset by $1 million of net realized and unrealized foreign currency gains. The remaining amount was driven by other individually immaterial amounts.

Previous 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.

Current wording

The effective tax rate was (5)% and 82% for the three months ended June 30, 2025 and 2024, respectively. The effective tax rates for the three months ended June 30, 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 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.

Current wording

Net loss as a % of net sales was 11.6% for the three months ended June 30, 2025 as compared to net income as a % of net sales of 1.2% for the prior year period. The primary driver of the period over period decrease is the restructuring and other charges during the current quarter and lower gross profit due to lower sales volumes and lower selling prices and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 12.7% for the three months ended June 30, 2025 as compared to 19.6% 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 the lower SG&A expenses as discussed above.

Previous wording

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

Current wording

•the unfavorable impact of 1 point primarily due to a decrease in TiO 2 and Zircon selling prices,

Previous 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.

Current wording

Other comprehensive income was $115 million in the six months ended June 30, 2025 as compared to other comprehensive loss of $20 million in the six months ended June 30, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $119 million in the six months ended June 30, 2025 as compared to the 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 $5 million in the six months ended June 30, 2025 as compared to a net gain on derivative instruments of $6 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 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.

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 the condensed 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

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.

Current wording

As of June 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 22% of our total consolidated liabilities and approximately 43% of our total consolidated assets. For both the three and six months ended June 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 45% of our total consolidated net sales. For the three and six months ended June 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 54% and 50% of our consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of June 30, 2025, our non-guarantor subsidiaries had $971 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 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.

Current wording

At June 30, 2025, we had outstanding letters of credit and bank guarantees of $143 million. See Note 16 of notes to unaudited condensed consolidated financial statements.

Previous 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.

Current wording

During the three months ended June 30, 2025, our credit rating with Moody’s remained unchanged at Ba3 negative outlook and our Standard & Poor's rating and outlook remained the unchanged at B positive and stable, respectively.

Previous 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.

Current wording

At June 30, 2025, we held $132 million in cash and cash equivalents in these respective jurisdictions: $38 million in Europe, $13 million in the United States, $25 million in Australia, $19 million in Brazil, $13 million in South Africa, $11 million in Saudi Arabia, $12 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 three months ended March 31, 2025, we made no repurchases of the Company's stock.

Current wording

On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2025, we made no repurchases of the Company's stock.

Previous 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.

Current wording

At June 30, 2025 and December 31, 2024, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.1 billion and $2.9 billion, respectively. At June 30, 2025 and December 31, 2024, our net debt (the excess of our debt over cash and cash equivalents) was $2.9 billion and $2.7 billion, respectively.

Previous wording

As of April 28, 2025, the total outstanding principal balance on our short-term debt facilities was approximately $212 million (excluding the insurance premium financing).

Current wording

As of July 28, 2025, the total outstanding principal balance on our short-term debt facilities was approximately $339 million (excluding the insurance premium financing).

Previous 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:

Current wording

Cash Flows (used in) provided by Operating Activities — Cash used in operating activities of $4 million is primarily driven by $127 million of net income adjusted for non-cash items offset by a net cash outflow of $131 million related to changes in assets and liabilities. The following table provides our net cash used in operating activities for the six months ended June 30, 2025 and 2024:

Previous 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.

Current wording

Net cash used in operating activities increased by $135 million year-over-year from $131 million of cash provided by operating activities in the prior year to $4 million of cash used in operating activities during the current year. This increase was primarily due to a decrease in income related cash generation as well as increases in the use of cash for net assets and liabilities. The higher use of cash working capital was primarily driven by an increase in the use of cash for inventories of $84 million, an increase of cash for accounts payable and accrued liabilities of $36 million and an increase in the use of cash for restructuring payments of $27 million partially offset by increases in the cash provided by accounts receivable of $78 million.

Previous 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.

Current wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the six months ended June 30, 2025 was $176 million as compared to $136 million for the same period in 2024 primarily due to higher capital expenditures of $193 million during the current year as compared to $152 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 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.

Current wording

Cash Flows provided by (used in) Financing Activities —Net cash provided by financing activities during the six months ended June 30, 2025 was $156 million as compared to cash used in financing activities of $63 million for the six months ended June 30, 2024. The six months ended June 30, 2025 was primarily comprised of net proceeds from short-term debt of $192 million partially offset by $14 million of repayments of long-term debt. The six months ended June 30, 2024 was primarily comprised of total repayments of short-term and long-term debt of $20 million and dividend payments of $41 million as compared to dividend payments of $20 million in the current year.

Previous wording

The following table reconciles trailing twelve month net income (loss) to EBITDA and Adjusted EBITDA as of March 31, 2025:

Current wording

The following table reconciles trailing twelve month net loss to EBITDA and Adjusted EBITDA as of June 30, 2025:

Previous wording

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

Current wording

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