UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K
 


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 25, 2024 (October 24, 2024)


 
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)



England and Wales
001-35573
98-1467236
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100
 
Laporte Road, Stallingborough
Stamford, Connecticut 06901
 
Grimsby, North East Lincolnshire, DN40 2PR, UK
 (Address of Principal Executive Offices) (Zip Code)
 
(203) 705-3800
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Ordinary shares, par value $0.01 per share
TROX
NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.
Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated October 24, 2024, reporting the Company’s financial results for the third quarter ended September 30, 2024. Such information, including the Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
 
 
Description
 
Earnings Release, dated October 24, 2024 reporting Tronox Holdings plc’s financial results for the third quarter 2024.
104
 
Inline XBRL for the cover page of this Current Report on Form 8-K.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
TRONOX HOLDINGS PLC
   
 
Date: October 25, 2024
By:

/s/ Jeffrey N. Neuman
   
Name:
Jeffrey N. Neuman
   
Title:
Senior Vice President, General Counsel and Secretary




Exhibit 99.1

Tronox Reports Third Quarter 2024 Financial Results
 
STAMFORD, Conn., October 24, 2024/PRNewswire/ — Tronox Holdings plc (NYSE:TROX) (“Tronox” or the “Company”), the world’s leading integrated manufacturer of titanium dioxide ("TiO2") pigment, today reported its financial results for the quarter ending September 30, 2024, as follows:


Third Quarter 2024 Financial Highlights:

Produced revenue of $804 million, a 21% increase compared to the prior year, or a 2% decrease compared to the prior quarter
Generated income from operations of $54 million, and a net loss of $25 million; adjusted net loss was $21 million (non-GAAP)
GAAP diluted loss per share was $0.16; Adjusted diluted loss per share was $0.13 (non-GAAP)
Delivered Adjusted EBITDA of $143 million and an Adjusted EBITDA margin of 17.8% (non-GAAP)
Invested $101 million in capital expenditures in the quarter, primarily in the previously announced mining extension projects in South Africa
Returned $61 million to shareholders in the nine months ending September 30, 2024 in the form of dividends

Q4 2024 Outlook:

TiO2 volumes expected to decline approximately 10-15% compared to Q3 2024 (flat to mid single-digit increase compared to Q4 2023)
Zircon volumes expected to be flat to slightly down compared to Q3 2024 (double-digit increase compared to Q4 2023)
Adjusted EBITDA expected to be $120-135 million and Adjusted EBITDA margin to be in the high-teens

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This outlook is based on Tronox's views on current global economic activity and is subject to changes and impacts associated with the macroeconomic conditions, global supply chain, and inflation-related challenges, among others.
------
Note: For the Company's guidance with respect to fourth quarter 2024 non-GAAP measures, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company's control or cannot be reasonably predicted.

Summary of Select Financial Results for the Quarter Ending September 30, 2024

($M unless otherwise noted)
   
Q3 2024
     
Q3 2023
     
Y-o-Y % ∆

   
Q2 2024
     
Q-o-Q % ∆
   
Revenue
 
$
804
   
$
662
     
21
%
 
$
820
     
(2)
%
 
TiO2
 
$
616
   
$
558
     
10
%
 
$
653
     
(6)
%
 
Zircon
 
$
74
   
$
33
     
124
%
 
$
85
     
(13
)%
 
Other products
 
$
114
   
$
71
     
61
%
 
$
82
     
39
%
 
Income from operations
 
$
54
   
$
32
     
69
%
 
$
76
     
(29)
%
 
Net (Loss) Income
 
(25
)
 
(14
)
   
n/m

 
$
10
     
n/m

 
Net (Loss) Income attributable to Tronox
 
(25
)
 
(14
)
   
n/m

 
$
16
     
n/m

 
GAAP diluted (loss) earnings per share
 
(0.16
)
 
(0.09
)
   
n/m

 
$
0.10
     
n/m

 
Adjusted diluted (loss) earnings per share
 
(0.13
)
 
(0.08
)
   
n/m

 
$
0.07
     
n/m

 
Adjusted EBITDA
 
$
143
   
$
116
     
23
%
 
$
161
     
(11)
%
 
Adjusted EBITDA Margin %
   
17.8
%
   
17.5
%
 
30 bps
     
19.6
%
 
(180) bps
   
Free cash flow
 
(14
)
 
(37
)
   
n/m

 
$
84
     
n/m

 
                                           
 
Y-o-Y % ∆
Q-o-Q % ∆
 
Volume
Price / Mix
FX
Volume
Price / Mix
FX
TiO2
12%
(2)%
0%
(7)%
1%
0%
Zircon
134%
(10)%
(12)%
(1)%

CEO's Remarks and Outlook

Chief Executive Officer John D. Romano commented, “Tronox's third quarter results demonstrated continued demand recovery compared to the prior year, though ultimately came in below our expectations as a result of softer than anticipated market conditions as the pace of the recovery slowed late in the quarter. Orders in North America and Latin America met our expectations, while demand in Europe and Asia Pacific was softer than forecasted in the last month of the quarter. Our TiO2 volumes declined 7% sequentially, below our guidance of a 2-4% decrease compared to the second quarter. Zircon volumes declined 12% sequentially, below our expectation of relatively flat volumes compared to the second quarter, due partially to orders rolling from the third quarter to the fourth quarter as well as weaker than expected demand in China.

2 | Page

"On operations, we successfully achieved our targeted average production utilization rate of ~80% for the quarter. However, we have not yet seen the benefit of the lower cost inventory flowing through due to weaker than forecasted demand. The impacts from a weaker market environment along with higher freight costs drove the miss relative to our previously guided range of $145-165 million, resulting in a third quarter Adjusted EBITDA of $143 million and an Adjusted EBITDA margin of 17.8%. Lower sales volume also drove higher finished goods inventory, resulting in a neutral impact from working capital in the quarter."

Mr. Romano added, “Looking ahead to the fourth quarter, we anticipate North America, Europe and China will experience higher seasonal demand declines based on current customer sentiment, and we therefore expect TiO2 volumes to decline 10-15% from the third quarter. We expect zircon demand to be flat to slightly down compared to the third quarter. Additionally, our expectations for pricing improvement in the fourth quarter have moderated from our previous forecasts, reflecting current demand and competitive dynamics. We expect our operating rates to remain in the 80% range, driving an improvement in our cost structures and fixed cost absorption and expect to start to see the benefit of the sale of lower cost tons in the quarter. We will also continue to evaluate opportunities for additional cost efficiencies. As a result of these market and operational assumptions, combined with recent unfavorable exchange rate moves, we expect fourth quarter Adjusted EBITDA to be between $120-135 million and our Adjusted EBITDA margin to be in the high teens range."

Mr. Romano concluded, “Our third quarter results are not indicative of our earnings potential or our ability to deliver industry-leading results. There are significant positive tailwinds building for Tronox. From a macro standpoint, continued market recovery in the medium and long term will be aided by interest rate cuts, stimulus measures and anti-dumping investigations. Trade defense investigations are currently ongoing in the European Union, India, Brazil, and the Kingdom of Saudi Arabia. Additionally, as demand recovers, we expect to see operating cost improvements from higher production rates and will continue to evaluate further cost reduction opportunities. We are confident in our ability to capitalize on the opportunities ahead and deliver significant value for our shareholders. I would like to take this opportunity to thank the Tronox team for their dedication to operating safely and their steadfast commitment to fulfilling our customers' needs.”

3 | Page

Third Quarter 2024 Results

(Comparisons are to prior year (Q3 2024 vs. Q3 2023) unless otherwise noted)
 
The Company recorded third quarter revenue of $804 million, an increase of 21% primarily driven by higher TiO2, zircon and other product volumes, partially offset by lower pricing.

Revenue from TiO2 sales was $616 million, an increase of 10% driven by a 12% increase in volumes, partially offset by a 2% decrease in average selling prices including mix. Sequentially, TiO2 sales decreased 6%, driven by a 7% decrease in sales volumes, partially offset by a 1% increase in average selling prices including mix.

Zircon revenue increased 124% to $74 million, driven by a 134% increase in volume, partially offset by a 10% decrease in average selling prices including mix. Sequentially, zircon revenue decreased 13%, driven by a 12% decrease in volumes and a 1% decrease in average selling prices including mix.

Revenue from other products was $114 million, an increase of 61% year-over-year due to opportunistic sales of ilmenite and heavy mineral concentrate tailings. Sequentially, revenue from other products increased 39%.

Net loss attributable to Tronox in the quarter was $25 million, or a loss of $0.16 per diluted share, compared to net loss attributable to Tronox of $14 million, or a loss of $0.09 per diluted share in the year-ago period. Adjusted net loss attributable to Tronox (non-GAAP) was $21 million, or a loss of $0.13 per diluted share.

Adjusted EBITDA of $143 million represented a 23% increase, driven primarily by higher sales volumes and improved production costs, partially offset by product pricing and mix impacts, other company costs, exchange rates and freight costs. Adjusted EBITDA margin was 17.8%.

Sequentially, Adjusted EBITDA decreased 11% due to headwinds from higher production costs, exchange rates, and freight costs, partially offset by tailwinds from higher sales volumes and product pricing and mix impacts.

4 | Page

The Company's selling, general and administrative expenses were $74 million for the quarter, an increase of 19%. Tronox's net interest expense in the quarter was $39 million. Depreciation, depletion and amortization expense was $70 million.

Balance Sheet, Cash Flow and Capital Allocation

Tronox ended the quarter with $2.8 billion of total debt, $2.7 billion of net debt and a net leverage ratio of 5.0x on a trailing twelve-month basis. Available liquidity at the end of the quarter totaled $668 million, including $167 million in cash and cash equivalents and $501 million available under our revolving credit agreements. During the third quarter, the company refinanced its existing term loan due March 2029 with a new 7-year term loan due September 2031, extending the Company's debt maturity profile and further optimizing its capital structure following the successful repricing and extension of its other term loan tranche completed in April. With the completion of the latest refinancing, the next significant debt maturity for the Company is not until 2029. Tronox does not have any financial covenants on its term loans or bonds.

Free cash flow for the quarter was a use of $14 million. Capital expenditures were $101 million, including investments in the Company's key capital projects to extend existing mines reaching their end of life and sustain the Company's vertical integration benefit. The Company returned $20 million to shareholders in the form of dividends in the quarter.

Webcast Conference Call

Tronox will conduct a webcast conference call on Friday, October 25, 2024, at 8:00 AM ET (New York).  The live call is open to the public via internet broadcast and telephone.

Internet Broadcast: http://investor.tronox.com
Dial-in Telephone Numbers:
United States: +1 (800) 549-8228
International: +44 80 0279 7040
Conference ID: 99615

5 | Page

Conference Call Presentation Slides will be used during the conference call and made available on our website: http://investor.tronox.com

Conference Call Replay: Available via the internet and telephone beginning on October 25, 2024, by
12:00 PM ET, until October 31, 2024, 11:59 PM ET.

Internet Replay: http://investor.tronox.com
Replay Dial-in Telephone Numbers:
US Toll Free: +1 (888) 660-6264
International: +44 20 8609 4320
Replay Access Code: 99615 #

About Tronox

Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals, and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals, including the rare earth-bearing mineral, monazite. With approximately 6,500 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.

6 | Page

Cautionary Statement about Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial and operational performance, anticipated completion of extensions and upgrades to our mining operations, anticipated trends in our business and industry, including trade defense measures, anticipated costs, benefits and timing of capital projects including planned mining expansions, the Company's anticipated capital allocation strategy including future capital expenditures, and our sustainability goals, commitments and programs. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual costs, benefits and timing of capital projects, or achievements to differ materially from the results, level of activity, performance, anticipated costs, benefits and timing of capital projects, or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; inflationary pressures and energy costs; currency movements; political instability, including the ongoing conflicts in Eastern Europe and the Middle East and any expansion of such conflicts, and other geopolitical events; supply chain disruptions; market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors, including trade defense measures. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.

7 | Page

Use of Non-GAAP Information

To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this release certain non-U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income attributable to Tronox, including its presentation on a per share basis, a non-U.S. GAAP liquidity measure of Free Cash Flow and net leverage ratio on a trailing twelve-month basis. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP.  The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results.  The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP.  A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.

Investor Relations and Media Contact: Jennifer Guenther

+1.646.960.6598 (Investor Relations)

+1.203.705.3701 extension: 103701 (Media)

8 | Page

TRONOX HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2024
   
2023
   
2024
   
2023
 
Net sales
 
$
804
   
$
662
   
$
2,398
   
$
2,164
 
Cost of goods sold
   
676
     
568
     
2,000
     
1,780
 
Gross profit
   
128
     
94
     
398
     
384
 
Selling, general and administrative expenses
   
74
     
62
     
227
     
206
 
Income from operations
   
54
     
32
     
171
     
178
 
Interest expense
   
(42
)
   
(42
)
   
(126
)
   
(113
)
Interest income
   
3
     
4
     
9
     
10
 
Loss on extinguishment of debt
   
(3
)
   
     
(3
)
   
 
Other (expense) income, net
   
(11
)
   
     
7
     
6
 
Income (Loss) before income taxes
   
1
     
(6
)
   
58
     
81
 
Income tax provision
   
(26
)
   
(8
)
   
(82
)
   
(339
)
Net loss
   
(25
)
   
(14
)
   
(24
)
   
(258
)
Net (loss) income attributable to noncontrolling interest
   
     
     
(6
)
   
2
 
Net loss attributable to Tronox Holdings plc
 
$
(25
)
 
$
(14
)
 
$
(18
)
 
$
(260
)
                                 
                                 
Loss per share:
                               
Basic
 
$
(0.16
)
 
$
(0.09
)
 
$
(0.11
)
 
$
(1.66
)
Diluted
 
$
(0.16
)
 
$
(0.09
)
 
$
(0.11
)
 
$
(1.66
)
                                 
Weighted average shares outstanding, basic (in thousands)
   
158,095
     
156,816
     
157,811
     
156,260
 
Weighted average shares outstanding, diluted (in thousands)
   
158,095
     
156,816
     
157,811
     
156,260
 
                                 
Other Operating Data:
                               
Capital expenditures
   
101
     
54
     
253
     
202
 
Depreciation, depletion and amortization expense
   
70
     
67
     
214
     
206
 


TRONOX HOLDINGS PLC
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)

RECONCILIATION OF NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC  (U.S. GAAP)
TO ADJUSTED NET (LOSS) INCOME ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2024
   
2023
   
2024
   
2023
 
                         
Net loss attributable to Tronox Holdings plc (U.S. GAAP)
 
$
(25
)
 
$
(14
)
 
$
(18
)
 
$
(260
)
                                 
Sale of royalty interest (a)
   
     
     
(21
)
   
 
Loss on extinguishment of debt (b)
   
3
     
     
3
     
 
Tax valuation allowance (c)
   
     
     
16
     
293
 
Other (d)
   
1
     
2
     
4
     
3
 
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP)  (1)
 
$
(21
)
 
$
(12
)
 
$
(16
)
 
$
36
 
                                 
Diluted net loss per share (U.S. GAAP)
 
$
(0.16
)
 
$
(0.09
)
 
$
(0.11
)
 
$
(1.66
)
                                 
Sale of royalty interest, per share
   
     
     
(0.14
)
   
 
Loss on extinguishment of debt, per share
   
0.02
     
     
0.02
     
 
Tax valuation allowance, per share
   
     
     
0.10
     
1.87
 
Other, per share
   
0.01
     
0.01
     
0.03
     
0.02
 
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2)
 
$
(0.13
)
 
$
(0.08
)
 
$
(0.10
)
 
$
0.23
 
                                 
Weighted average shares outstanding, diluted (in thousands)
   
158,095
     
156,816
     
157,811
     
157,053
 

(1)
Only the sale of royalty interest and certain other items have been tax impacted whereas certain other items were not tax impacted as they were recorded in jurisdictions with full valuation allowances.
(2)
Diluted adjusted net income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information.
(a)
Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Condensed Consolidated Statements of Operations.
(b)
Represents the loss in connection with the refinancing of the Term Loan Facility in the US.
(c)
2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian jurisdiction. 2023 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Australian jurisdiction.
(d)
Represents other activity not representative of the ongoing operations of the Company.


TRONOX HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)

   
September 30, 2024
   
December 31, 2023
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
 
$
167
   
$
273
 
Restricted cash
   
1
     
 
Accounts receivable (net of allowance for credit losses of $1 million and $3 million as of September 30, 2024 and December 31, 2023, respectively)
   
373
     
290
 
Inventories, net
   
1,482
     
1,421
 
Prepaid and other assets
   
187
     
141
 
Income taxes receivable
   
9
     
10
 
Total current assets
   
2,219
     
2,135
 
                 
Noncurrent Assets
               
Property, plant and equipment, net
   
1,938
     
1,835
 
Mineral leaseholds, net
   
644
     
654
 
Intangible assets, net
   
247
     
243
 
Lease right of use assets, net
   
129
     
132
 
Deferred tax assets
   
874
     
917
 
Other long-term assets
   
140
     
218
 
Total assets
 
$
6,191
   
$
6,134
 
                 
LIABILITIES AND EQUITY
               
Current Liabilities
               
Accounts payable
 
$
492
   
$
461
 
Accrued liabilities
   
243
     
230
 
Short-term lease liabilities
   
20
     
24
 
Short-term debt
   
17
     
11
 
Long-term debt due within one year
   
34
     
27
 
Income taxes payable
   
11
     
 
Total current liabilities
   
817
     
753
 
                 
Noncurrent Liabilities
               
Long-term debt, net
   
2,767
     
2,786
 
Pension and postretirement healthcare benefits
   
102
     
104
 
Asset retirement obligations
   
195
     
172
 
Environmental liabilities
   
41
     
48
 
Long-term lease liabilities
   
102
     
103
 
Deferred tax liabilities
   
183
     
149
 
Other long-term liabilities
   
38
     
39
 
Total liabilities
   
4,245
     
4,154
 
                 
Commitments and Contingencies
               
Shareholders’ Equity
               
Tronox Holdings plc ordinary shares, par value $0.01 — 157,920,455 shares issued and outstanding at September 30, 2024 and 156,793,755 shares issued and outstanding at December 31, 2023
   
2
     
2
 
Capital in excess of par value
   
2,080
     
2,064
 
Retained earnings
   
606
     
684
 
Accumulated other comprehensive loss
   
(775
)
   
(814
)
Total Tronox Holdings plc shareholders’ equity
   
1,913
     
1,936
 
Noncontrolling interest
   
33
     
44
 
Total equity
   
1,946
     
1,980
 
Total liabilities and equity
 
$
6,191
   
$
6,134
 


TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Millions of U.S. dollars)

   
Nine Months Ended September 30,
 
   
2024
   
2023
 
Cash Flows from Operating Activities:
           
Net loss
 
$
(24
)
 
$
(258
)
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation, depletion and amortization
   
214
     
206
 
Deferred income taxes
   
64
     
314
 
Share-based compensation expense
   
17
     
15
 
Amortization of deferred debt issuance costs and discount on debt
   
7
     
6
 
Loss on extinguishment of debt
   
3
     
-
 
Other non-cash items affecting net income (loss)
   
24
     
34
 
Changes in assets and liabilities:
               
(Increase) decrease in accounts receivable, net of allowance for credit losses
   
(82
)
   
84
 
Increase in inventories, net
   
(11
)
   
(141
)
Decrease in prepaid and other assets
   
32
     
5
 
Decrease in accounts payable and accrued liabilities
   
(2
)
   
(154
)
Net changes in income tax payables and receivables
   
8
     
(5
)
Changes in other non-current assets and liabilities
   
(32
)
   
(32
)
Cash provided by operating activities
   
218
     
74
 
                 
Cash Flows from Investing Activities:
               
Capital expenditures
   
(253
)
   
(202
)
Proceeds from sale of assets
   
27
     
3
 
Cash used in investing activities
   
(226
)
   
(199
)
                 
Cash Flows from Financing Activities:
               
Repayments of short-term debt
   
(12
)
   
(136
)
Repayments of long-term debt
   
(221
)
   
(13
)
Proceeds from long-term debt
   
212
     
347
 
Proceeds from short-term debt
   
-
     
81
 
Debt issuance costs
   
(14
)
   
(3
)
Dividends paid
   
(61
)
   
(69
)
Restricted stock and performance-based shares settled in cash for withholding taxes
   
(1
)
   
-
 
Cash (used in) provided by financing activities
   
(97
)
   
207
 
                 
Effects of exchange rate changes on cash and cash equivalents and restricted cash
   
-
     
-
 
                 
Net (decrease) increase in cash and cash equivalents and restricted cash
   
(105
)
   
82
 
Cash and cash equivalents and restricted cash at beginning of period
   
273
     
164
 
Cash and cash equivalents and restricted cash at end of period
 
$
168
   
$
246
 


TRONOX HOLDINGS PLC
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA, ADJUSTED EBITDA AS A % OF NET SALES AND NET DEBT TO TRAILING-TWELVE MONTHS ADJUSTED EBITDA (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2024
   
2023
   
2024
   
2023
 
                         
Net loss (U.S. GAAP)
 
$
(25
)
 
$
(14
)
 
$
(24
)
 
$
(258
)
Interest expense
   
42
     
42
     
126
     
113
 
Interest income
   
(3
)
   
(4
)
   
(9
)
   
(10
)
Income tax provision
   
26
     
8
     
82
     
339
 
Depreciation, depletion and amortization expense
   
70
     
67
     
214
     
206
 
EBITDA (non-U.S. GAAP)
   
110
     
99
     
389
     
390
 
Share-based compensation (a)
   
7
     
4
     
17
     
15
 
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (b)
   
8
     
6
     
22
     
14
 
Accounts receivable securitization program (c)
   
4
     
4
     
11
     
9
 
Foreign currency remeasurement (d)
   
8
     
(1
)
   
10
     
(7
)
Sale of royalty interest (e)
   
     
     
(28
)
   
 
Loss on extinguishment of debt (f)
   
3
     
     
3
     
 
Other items (g)
   
3
     
4
     
11
     
9
 
Adjusted EBITDA (non-U.S. GAAP)
 
$
143
   
$
116
   
$
435
   
$
430
 

   
Three Months Ended September 30,
 
   
2024
   
2023
 
Net sales
 
$
804
   
$
662
 
Net loss (U.S. GAAP)
 
$
(25
)
 
$
(14
)
Net loss (U.S. GAAP) as a % of Net sales
   
(3.1
)%
   
(2.1
)%
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales
   
17.8
%
   
17.5
%

   
September 30, 2024
   
December 31, 2023
 
Long-term debt, net
 
$
2,767
   
$
2,786
 
Short-term debt
   
17
     
11
 
Long-term debt due within one year
   
34
     
27
 
(Less) Cash and cash equivalents
   
(167
)
   
(273
)
Net debt
 
$
2,651
   
$
2,551
 
Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)
 
$
529
   
$
524
 
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)
    5.0
x
    4.9
x

(a)
Represents non-cash share-based compensation.
(b)
Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(c)
Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.
(d)
Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other (expense) income, net” in the unaudited Condensed Consolidated Statements of Operations.
(e)
Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Condensed Consolidated Statements of Operations.
(f)
Represents the loss in connection with the refinancing of the Term Loan Facility in the US.
(g)
Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other (expense) income, net” in the unaudited Condensed Consolidated Statements of Operations.


TRONOX HOLDINGS PLC
FREE CASH FLOW (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)

The following table reconciles cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2024:

   
Nine Months Ended
September 30, 2024
   
Six Months Ended
June 30, 2024
   
Three Months Ended
September 30, 2024
 
Cash provided by operating activities
 
$
218
   
$
131
   
$
87
 
Capital expenditures
   
(253
)
   
(152
)
   
(101
)
Free cash flow (non-U.S. GAAP)
 
$
(35
)
 
$
(21
)
 
$
(14
)


TRONOX HOLDINGS PLC
RECONCILIATION OF TRAILING TWELVE MONTH NET (LOSS) INCOME TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)

   
Three Months Ended
   
Trailing Twelve Month
 
   
December 31, 2023
   
March 31, 2024
   
June 30, 2024
   
September 30, 2024
   
Adjusted EBITDA
 
                               
Net (loss) income (U.S. GAAP)
 
$
(56
)
 
$
(9
)
 
$
10
   
$
(25
)
 
$
(80
)
Interest expense
   
45
     
42
     
42
     
42
     
171
 
Interest income
   
(8
)
   
(4
)
   
(2
)
   
(3
)
   
(17
)
Income tax provision
   
24
     
11
     
45
     
26
     
106
 
Depreciation, depletion and amortization expense
   
69
     
72
     
72
     
70
     
283
 
EBITDA (non-U.S. GAAP)
   
74
     
112
     
167
     
110
     
463
 
Share-based compensation (a)
   
6
     
6
     
4
     
7
     
23
 
Foreign currency remeasurement (b)
   
1
     
(2
)
   
4
     
8
     
11
 
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)
   
8
     
7
     
7
     
8
     
30
 
Accounts receivable securitization program (d)
   
3
     
3
     
4
     
4
     
14
 
Sale of royalty interest (e)
   
     
     
(28
)
   
     
(28
)
Loss on extinguishment of debt (f)
   
     
     
     
3
     
3
 
Other items (g)
   
2
     
5
     
3
     
3
     
13
 
Adjusted EBITDA (non-U.S. GAAP)
 
$
94
   
$
131
   
$
161
   
$
143
   
$
529
 

(a)
Represents non-cash share-based compensation.
(b)
Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other (expense) income, net” in the unaudited Condensed Consolidated Statements of Operations.
(c)
Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(d)
Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.
(e)
Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Condensed Consolidated Statements of Operations.
(f)
Represents the loss in connection with the refinancing of the Term Loan Facility in the US.
(g)
Includes noncash pension and postretirement costs, asset write-offs, severance expense and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other (expense) income, net” in the unaudited Condensed Consolidated Statements of Operations.



v3.24.3
Document and Entity Information
Oct. 24, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 24, 2024
Entity File Number 001-35573
Entity Registrant Name TRONOX HOLDINGS PLC
Entity Central Index Key 0001530804
Entity Incorporation, State or Country Code X0
Entity Tax Identification Number 98-1467236
Entity Address, Address Line One 263 Tresser Boulevard, Suite 1100
Entity Address, City or Town Stamford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06901
City Area Code 203
Local Phone Number 705-3800
Title of 12(b) Security Ordinary shares, par value $0.01 per share
Trading Symbol TROX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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