Tronox Holdings plc
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
TROX$2.51-3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001530804-25-000013
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001530804-25-000019
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 121 current paragraphs.
56 unchanged; 55 reworded; 10 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
•the unfavorable impact of 2 points due to increased cost structures, higher idle facility and lower of costs or net realizable value charges
Current report
Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024
Current report
•the favorable impact of 1 point due to changes in foreign currency exchange rates, primarily as a result of the South African Rand and Australian dollar.
Current report
(1) The SABB Credit Facility was cancelled in September 2025.
Current report
Inventory Financing Arrangement
Current report
On July 29, 2025, we entered into an inventory financing arrangement whereby we agree with our counterparty to sell certain inventory, with short payment terms, and subsequently we repurchase such inventory at an agreed upon price with terms not to exceed 360 days. The agreed upon repurchase price is generally calculated as the original sale price plus financing charges and a nominal spread. As of September 30, 2025, we had financed inventory of $50 million and $1 million of accrued interest, which were included in “Obligations under inventory financing arrangements” and “Accrued Liabilities”, respectively, on the Condensed Consolidated Balance Sheets. We have $1 million for the three and nine months ended September 30, 2025 of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statement of Operations.
Current report
Senior Secured Notes due 2030
Current report
On September 26, 2025, Tronox Incorporated, a Delaware corporation (the “Issuer”), a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), closed an offering of $400 million aggregate principal amount of its 9.125% senior secured notes due 2030 (the “Notes”). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (the “Indenture”) among the Issuer and the Company and, as described below, certain of the Company’s restricted subsidiaries as guarantors and Wilmington Trust, National Association in its capacity as trustee and collateral agent.
Current report
The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company’s restricted subsidiaries, subject to certain exceptions. The Notes are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company’s 4.625% Senior Notes due 2029, if on such date, the aggregate principal amount of the Senior Notes due 2029 outstanding is greater than $250 million. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.
Current report
(b) Represents the loss in connection with the refinancing of the Term Loan Facility in the US.
Removed paragraphs (7)
Previous report
Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024
Previous report
In July 2025, we entered an inventory financing program which provided us with an additional $50 million of short-term liquidity.
Previous report
SEB Credit Facility
Previous report
On April 29, 2025, our KSA subsidiary entered into a short-term working capital facility with Saudi Export Import Bank ("SEB Credit Facility") for an amount up to SAR 150 million (approximately $40 million). The maturity date under the facility is February 28, 2026. The SEB Credit Facility bears interest at a fixed rate of 4.88% on outstanding balances. During the three months ended June 30, 2025, we drew down the total SAR 150 million (approximately $40 million at the June 30, 2025 exchange rate) under the SEB Credit Facility for general corporate purposes.
Previous report
Emirates Revolver
Previous report
In July 2025, Tronox Pigment UK Limited, as borrower, and Tronox Holdings plc, as guarantor, entered into a new revolving credit facility with Emirates NBD Bank PJSC (“Emirates”) which replaced the existing revolving credit facility with Emirates. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and matures in June 2026. The facility limit is 50 million Pound Sterling (approximately $69 million at the June 30, 2025 exchange rate) and can be drawn in either Pound Sterling, Euro or US Dollar. Under the terms of the revolver, for U.S. dollar borrowings, the interest rate is SOFR plus 1.75%, for Euro borrowings, the interest rate is Euribor plus 1.75% and for Pound Sterling borrowings, the interest rate is SONIA plus 1.75%.
Previous report
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).
Reworded paragraphs (55)
Previous wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net income to EBITDA and Adjusted EBITDA is also provided herein.
Current wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein.
Previous 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.
Current wording
Third quarter revenue decreased 13% compared to the prior year, primarily driven by lower TiO 2, zircon, and other product sales volumes and lower average selling prices of TiO 2 and zircon including mix. For the third quarter of 2025 as compared to the third quarter of 2024, TiO 2 revenue decreased 11% driven by a 8% decrease in sales volumes and 5% decline in average selling prices partially offset by a 2% exchange rate tailwind. Zircon revenue decreased 20% from the third quarter of 2024 to the third quarter of 2025 due to a 16% decline in average selling prices including mix and a 4% decrease in sales volumes. Revenue from other products decreased 21% from the third quarter of 2024 to the third quarter of 2025 primarily due to lower sales volume of heavy mineral concentrate tailings partially offset by higher pig iron sales. Gross profit decreased for the third quarter of 2025 as compared to the third quarter of 2024 due to lower average selling prices including mix, lower sales volumes, higher freight and production costs, partially offset by favorable exchange rate impacts and lower corporate costs.
Previous 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.
Current wording
Sequentially, revenue decreased 4% in the third quarter of 2025 compared to the second quarter of 2025 primarily due to lower sales volumes and lower average selling prices of TiO 2 and zircon including mix, partly offset by increase in other product sales volumes, mainly heavy mineral concentrate tailings and pig iron. TiO 2 revenues decreased 6%, driven by a 4% decrease in sales volume and a 3% decrease in average selling prices, partly offset by a 1% favorable exchange rate impact. Zircon revenue decreased 13% sequentially driven by a 7% decrease in sales volumes and a 6% decrease in average selling prices including mix. Revenue from other products increased by 18% from the second quarter of 2025 to the third quarter of 2025 primarily due to higher sales of pig iron and heavy mineral concentrate tailings that occurred in the third quarter. Gross profit decreased from the second quarter of 2025 to the third quarter of 2025 due to lower average selling prices including mix, lower sales volumes of TiO 2 and zircon, higher production costs primarily driven by higher idle facility and lower of cost or market charges and unfavorable exchange rate impacts partly offset by higher sales volumes of other products and lower corporate costs.
Previous 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.
Current wording
As of September 30, 2025, our total available liquidity was $664 million, including $185 million in cash and cash equivalents and $479 million available under revolving credit agreements. As of September 30, 2025, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 7.5x. 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 13 of notes to condensed consolidated financial statements for further details.
Previous 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.
Current wording
Net sales of $699 million for the three months ended September 30, 2025 decreased by 13%, compared to $804 million for the same period in 2024. The decrease is primarily due to both lower sales volumes and average selling prices of TiO 2.
Previous 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.
Current wording
For the three months ended September 30, 2025, TiO 2 revenue was lower by 11% or $66 million compared to the prior year quarter primarily due to a decrease of $47 million in sales volumes and a decrease of $29 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenue by $10 million primarily due to the strengthening of the Euro. Zircon revenue decreased $15 million primarily due to a 16% decrease in average selling prices including mix and a 4% decrease in sales volumes and other products revenue decreased $24 million from the year-ago quarter primarily due to a decrease in sales volumes of heavy mineral concentrate tailings partially offset by higher pig iron sales.
Previous 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:
Current wording
Gross profit of $52 million was 7.4% of net sales compared to 15.9% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:
Previous wording
•the unfavorable impact of 5 points due to higher production costs and freight costs,
Current wording
•the unfavorable impact of 5 points primarily due to a decrease in average selling prices including mix
Previous wording
•the unfavorable impact of 2 points due to decreased volumes of TiO 2 and zircon, and
Current wording
•the unfavorable impact of 2 points due to decreased volumes of zircon, TiO 2 and other products, mainly lower sales of heavy mineral concentrate tailings, partially offset by
Previous wording
•the unfavorable impact of 1 point primarily due to a decrease in average selling prices including mix.
Current wording
•the favorable impact of 1 point due to lower production and freight costs.
Previous 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.
Current wording
Restructuring and other charges of $25 million for the three months ended September 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 $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.
Current wording
Selling, general and administrative expenses of $70 million decreased $4 million compared to the same period of 2024 primarily due to a $2 million decrease in professional services, a $1 million decrease in employee costs, and a $1 million decrease in travel and entertainment.
Previous 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.
Current wording
Loss from operations for the three months ended September 30, 2025 was $43 million compared to income from operations of $54 million in the prior year period. The decrease of $97 million was primarily due to the restructuring and other charges of $25 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 expense increased $3 million compared to the same period of 2024 primarily due to the increase in outstanding short-term debt balances period over period.
Current wording
Interest expense increased $6 million compared to the same period of 2024 primarily due to the increase in outstanding short-term debt balances period over period.
Previous 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.
Current wording
Interest income was $1 million for the three months ended September 30, 2025 compared to $3 million in the prior year period which is primarily due to the overall decrease in cash balances quarter over quarter.
Previous 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.
Current wording
Other (expense) income, net for the three months ended September 30, 2025 primarily consisted of approximately $3 million of fees associated with the utilization of the Securitization Facility. The remaining amount was driven by other individually immaterial amounts.
Previous wording
The effective tax rate was (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.
Current wording
The effective tax rate was (9)% and 2,600% for the three months ended September 30, 2025 and 2024, respectively. The effective tax rates for the three months ended September 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 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.
Current wording
Net loss as a % of net sales was 14.3% for the three months ended September 30, 2025 as compared to net loss as a % of net sales of 3.1% 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 average selling prices, lower sales volumes and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 10.6% for the three months ended September 30, 2025 as compared to 17.8% for the prior year primarily due to the lower gross margin as a result of TiO 2 and zircon decrease in average selling prices including mix and a decrease in TiO 2, zircon, and other product sales volumes partially offset by the lower SG&A expenses as discussed above.
Previous wording
Net sales of $1,469 million for the six months ended June 30, 2025 decreased by 8% compared to $1,594 million for the same period in 2024. The decrease is primarily due to decreases in sales volumes and average selling prices of both TiO 2 and zircon.
Current wording
Net sales of $2,168 million for the nine months ended September 30, 2025 decreased by 10% compared to $2,398 million for the same period in 2024. The decrease is primarily due to decreases in sales volumes and average selling prices of both TiO 2 and zircon.
Previous wording
Net sales by type of product for the six months ended June 30, 2025 and 2024 were as follows:
Current wording
Net sales by type of product for the nine months ended September 30, 2025 and 2024 were as follows:
Previous wording
For the six months ended June 30, 2025, TiO 2 revenue was lower by 7% or $88 million compared to the prior year period. TiO 2 revenue decreased primarily due to a decrease of $81 million in sales volumes and a decrease of $11 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenues by $4 million. Zircon revenue decreased $36 million primarily due to a 13% decrease in sales volumes and a 8% decrease in average selling prices. Other products revenue decreased $1 million primarily due to a decrease in sales of pig iron.
Current wording
For the nine months ended September 30, 2025, TiO 2 revenue was lower by 8% or $153 million compared to the prior year period. TiO 2 revenue decreased primarily due to a decrease of $126 million in sales volumes and a decrease of $41 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenues by $14 million. Zircon revenue decreased $51 million primarily due to an 11% decrease in average selling prices, including mix and a 10% decrease in sales volumes. Other products revenue decreased $26 million primarily due to a decrease in sales volumes of heavy mineral concentrate tailings.
Previous wording
Gross margin of $178 million was 12.1% of net sales compared to 16.9% of net sales in the year-ago period. The decrease in gross margin is primarily due to:
Current wording
Gross margin of $230 million was 10.6% of net sales compared to 16.6% of net sales in the year-ago period. The decrease in gross margin is primarily due to:
Previous wording
•the unfavorable impact of 1 point primarily due to a decrease in TiO 2 and Zircon selling prices,
Current wording
•the unfavorable impact of 3 points primarily due to a decrease in TiO 2 and Zircon selling prices,
Previous wording
•the unfavorable impact of 2 points due to decreased volumes TiO 2 and Zircon.
Current wording
•the unfavorable impact of 2 points due to decreased volumes TiO 2 and Zircon, partially offset by
Previous wording
Restructuring and other charges of $128 million for the six 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.
Current wording
Restructuring and other charges of $153 million for the nine months ended September 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 decreased by $7 million or 5% during the six months ended June 30, 2025 compared to the same period of the prior year primarily driven by a $9 million decrease in employee costs and a $1 million decrease in travel and entertainment expenses partially offset by a $5 million increase in professional services. The remaining net decrease was driven by individually immaterial amounts.
Current wording
Selling, general and administrative expenses decreased by $11 million or 5% during the nine months ended September 30, 2025 compared to the same period of the prior year primarily driven by a $11 million decrease in employee costs, a $2 million decrease in travel and entertainment expenses, and a $1 million decrease in agent commissions partially offset by a $3 million increase in professional services.
Previous wording
Loss from operations for the six months ended June 30, 2025 was $96 million compared to income from operations of $117 million in the prior year period. The decrease of $213 million was primarily due to lower sales volumes and selling prices of TiO 2 and Zircon and higher SG&A expenses as well as restructuring and other charges of $128 million as discussed above.
Current wording
Loss from operations for the nine months ended September 30, 2025 was $139 million compared to income from operations of $171 million in the prior year period. The decrease of $310 million was primarily due to lower sales volumes and selling prices of TiO 2 and Zircon as well as restructuring and other charges of $153 million partially offset by lower SG&A expenses as discussed above.
Previous wording
Interest expense for the six months ended June 30, 2025 increased by $3 million compared to the same period of 2024 primarily due to the increase in the outstanding short-term debt balances period over period.
Current wording
Interest expense for the nine months ended September 30, 2025 increased by $9 million compared to the same period of 2024 primarily due to the increase in the outstanding short-term debt balances period over period.
Previous wording
Interest income was $3 million for the six months ended June 30, 2025 compared to $6 million in the prior year period which is primarily due to the overall decrease in cash balances year over year.
Current wording
Interest income was $4 million for the nine months ended September 30, 2025 compared to $9 million in the prior year period which is primarily due to the overall decrease in cash balances year over year.
Previous wording
Other (expense) income, net for the six months ended June 30, 2025 primarily consisted of approximately $7 million of fees associated with the utilization of the Securitization Facility and $1 million of pension expense due to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount is driven by other individually immaterial amounts.
Current wording
Other (expense) income, net for the nine months ended September 30, 2025 primarily consisted of approximately $10 million of fees associated with the utilization of the Securitization Facility and $2 million of pension expense due to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount is driven by other individually immaterial amounts.
Previous wording
The effective tax rate was (5)% and 98% for the six months ended June 30, 2025 and 2024, respectively. The effective tax rates for the six 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. The effective tax rate for the six months ended June 30, 2024 was impacted by the establishment of a full valuation allowance against Brazil's deferred tax assets.
Current wording
The effective tax rate was (6)% and 141% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rates for the nine months ended September 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. The effective tax rate for the nine months ended September 30, 2024 was impacted by the establishment of a full valuation allowance against Brazil's deferred tax assets.
Previous wording
Net loss as a % of net sales was 13.3% for the six months ended June 30, 2025 as compared to net income as a % of net sales of 0.1% for the prior year period. The primary driver of the period over period decrease is the restructuring and other charges during the current period and lower gross profit due to lower sales volumes and lower selling prices partially offset by a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 14.0% for the six months ended June 30, 2025, a decrease of 4.3 points from 18.3% in the prior year. The lower gross margin and lower SG&A were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.
Current wording
Net loss as a % of net sales was 13.7% for the nine months ended September 30, 2025 as compared to net loss as a % of net sales of 1.0% for the prior year period. The primary driver of the period over period decrease is the restructuring and other charges during the current period and lower gross profit due to lower sales volumes and lower selling prices partially offset by a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 12.9% for the nine months ended September 30, 2025, a decrease of 5.2 points from 18.1% in the prior year. The lower gross margin and lower SG&A were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.
Previous wording
Other comprehensive income was $75 million in the three months ended June 30, 2025 as compared to other comprehensive income of $12 million in the three months ended June 30, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $68 million in the three months ended June 30, 2025 as compared to favorable foreign currency translation adjustments of $14 million in the prior year period. Additionally, there was a net gain on derivative instruments of $6 million in the three months ended June 30, 2025 as compared to a net loss on derivative instruments of $3 million in the prior year period.
Current wording
Other comprehensive income was $18 million in the three months ended September 30, 2025 as compared to other comprehensive income of $54 million in the three months ended September 30, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $21 million in the three months ended September 30, 2025 as compared to favorable foreign currency translation adjustments of $76 million in the prior year period. This was partially offset by a net loss on derivative instruments of $3 million in the three months ended September 30, 2025 as compared to a net loss on derivative instruments of $22 million in the prior year period.
Previous 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.
Current wording
Other comprehensive income was $133 million in the nine months ended September 30, 2025 as compared to other comprehensive income of $34 million in the nine months ended September 30, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $140 million in the nine months ended September 30, 2025 as compared to the favorable foreign currency translation adjustments of $49 million in the prior year period. Additionally, there was a net loss on derivative instruments of $8 million in the nine months ended September 30, 2025 as compared to a net loss on derivative instruments of $16 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 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.
Current wording
Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of secured and unsecured notes, bank financings, borrowings under lines of credit and other financing arrangements. 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 13 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
Working capital (calculated as current assets less current liabilities) was $1.2 billion at June 30, 2025 and $1.3 billion at December 31, 2024.
Current wording
Working capital (calculated as current assets less current liabilities) was $1.5 billion at September 30, 2025 and $1.3 billion at December 31, 2024.
Previous 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.
Current wording
As of September 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 17% of our total consolidated liabilities and approximately 43% of our total consolidated assets. For both the three and nine months ended September 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 45% of our total consolidated net sales. For the three and nine months ended September 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 63% and 54%, respectively, of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of September 30, 2025, our non-guarantor subsidiaries had $814 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the Senior Notes due 2029 and Senior Secured Notes due 2030.
Previous 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.
Current wording
At September 30, 2025, we had outstanding letters of credit and bank guarantees of $147 million. See Note 17 of notes to unaudited condensed consolidated financial statements.
Previous wording
Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets.
Current wording
Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets, including with respect to our securities.
Previous 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.
Current wording
During the three months ended September 30, 2025, our credit rating with Moody’s changed from Ba3 negative outlook to B2 negative outlook and our Standard & Poor's rating and outlook changed from B+ stable to B stable, respectively.
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