SECURITIES AND EXCHANGE COMMISSION


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Commission file number)

~~(ACN 153 348 111)~~


England and Wales						~~98-1026700~~98-1467236
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~incorporation or ~~Organization)~~organization)						(I.R.S. Employer Identification ~~Number)~~No.)



263 Tresser Boulevard, Suite 1100 Stamford, Connecticut06901		~~Lot 22, Mason~~ Laporte Road,
~~Stamford, Connecticut 06901~~	~~Kwinana Beach, WA, 6167~~
	~~Australia~~ Stallingborough Grimsby, North East Lincolnshire, DN40 2PR United Kingdom

Registrant’s telephone number, including area code: (203) 705-3800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class						Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share						New York Stock Exchange

Trading Symbol: TROX

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐ ~~(Do not check if a smaller reporting company)~~

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of ~~October 27, 2017,~~April 22, 2024, the Registrant had ~~91,052,581 Class A ordinary~~157,838,526 ordinary shares ~~and 28,729,280 Class B ordinary shares~~ outstanding.

Table of Contents

Item 1. Financial Statements (Unaudited)

~~Item 1.~~

~~Financial Statements (Unaudited)~~

(Millions of U.S. dollars, except share and per share data)


	Three Months Ended March 31,
	2024		2023
Net sales	$	774	$	708
Cost of goods sold	654		575
Gross profit	120		133
Selling, general and administrative expenses	79		71

Income from operations	41		62
Interest expense	(42)		(33)
Interest income	4		3

Other (expense) income, net	(1)		2
Income before income taxes	2		34
Income tax provision	(11)		(9)
Net (loss) income	(9)		25
Net income attributable to noncontrolling interest	—		2
Net (loss) income attributable to Tronox Holdings plc	$	(9)	$	23

(Loss) Earnings per share:
Basic	$	(0.06)	$	0.15
Diluted	$	(0.06)	$	0.15

Weighted average shares outstanding, basic (in thousands)	157,331		155,175
Weighted average shares outstanding, diluted (in thousands)	157,331		156,641

See accompanying notes to unaudited condensed consolidated financial statements.

(Millions of U.S. dollars)


	Three Months Ended March 31,
	2024		2023
Net (loss) income	$	(9)	$	25
Other comprehensive income (loss):
Foreign currency translation adjustments	(41)		(13)
Pension and postretirement plans:
Actuarial loss, (net of tax benefit of nil and $1 million in the three months ended March 31, 2024 and 2023, respectively)	—		1

Total pension and postretirement gain	—		1
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax benefit of nil and $1 million in the three months ended March 31, 2024 and 2023, respectively)	(1)		3
Unrealized gains (losses) on derivative financial instruments, (net of tax benefit of nil and $2 million for the three months ended March 31, 2024 and March 31, 2023, respectively) - See Note 12	10		(6)

Other comprehensive loss	(32)		(15)

Total comprehensive (loss) income	(41)		10

Comprehensive (loss) income attributable to noncontrolling interest:
Net income	—		2
Foreign currency translation adjustments	(1)		2
Comprehensive (loss) income attributable to noncontrolling interest	(1)		4

Comprehensive (loss) income attributable to Tronox Holdings plc	$	(40)	$	6

See accompanying notes to unaudited condensed consolidated financial statements.

(Millions of U.S. dollars, except share and per share data)


	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	152	$	273
Restricted cash	2		—
Accounts receivable (net of allowance for credit losses of $5 million and $3 million as of March 31, 2024 and December 31, 2023, respectively)	378		290
Inventories, net	1,403		1,421
Prepaid and other assets	214		141
Income taxes receivable	10		10
Total current assets	2,159		2,135
Noncurrent Assets
Property, plant and equipment, net	1,804		1,835
Mineral leaseholds, net	639		654
Intangible assets, net	243		243
Lease right of use assets, net	134		132
Deferred tax assets	915		917
Other long-term assets	128		218
Total assets	$	6,022	$	6,134

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	398	$	461
Accrued liabilities	240		230
Short-term lease liabilities	22		24
Short-term debt	4		11
Long-term debt due within one year	27		27

Total current liabilities	691		753
Noncurrent Liabilities
Long-term debt, net	2,780		2,786
Pension and postretirement healthcare benefits	103		104
Asset retirement obligations	176		172
Environmental liabilities	48		48
Long-term lease liabilities	105		103
Deferred tax liabilities	156		149
Other long-term liabilities	38		39
Total liabilities	4,097		4,154

Commitments and Contingencies - Note 15
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 157,838,425 shares issued and outstanding at March 31, 2024 and 156,793,755 shares issued and outstanding at December 31, 2023	2		2
Capital in excess of par value	2,070		2,064
Retained earnings	655		684
Accumulated other comprehensive loss	(845)		(814)
Total Tronox Holdings plc shareholders’ equity	1,882		1,936
Noncontrolling interest	43		44
Total equity	1,925		1,980
Total liabilities and equity	$	6,022	$	6,134

See accompanying notes to unaudited condensed consolidated financial statements.

(Millions of U.S. dollars)


	Three Months Ended March 31,
	2024		2023
Cash Flows from Operating Activities:
Net (loss) income	$	(9)	$	25
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization	72		71
Deferred income taxes	11		(1)
Share-based compensation expense	6		6
Amortization of deferred debt issuance costs and discount on debt	2		2


Other non-cash items affecting net (loss) income	16		16
Changes in assets and liabilities:
Increase in accounts receivable, net of allowance for credit losses	(94)		(41)
Decrease (increase) in inventories, net	11		(83)
Decrease in prepaid and other assets	16		2
Decrease in accounts payable and accrued liabilities	(49)		(68)
Net changes in income tax payables and receivables	(3)		2
Changes in other non-current assets and liabilities	(8)		(10)
Cash used in operating activities	(29)		(79)

Cash Flows from Investing Activities:
Capital expenditures	(76)		(93)


Proceeds from sale of assets	—		2
Cash used in investing activities	(76)		(91)

Cash Flows from Financing Activities:
Repayments of short-term debt	(6)		(26)
Repayments of long-term debt	(5)		(4)

Proceeds from short-term debt	—		152





Dividends paid	(1)		(2)

Cash (used in) provided by financing activities	(12)		120

Effects of exchange rate changes on cash and cash equivalents and restricted cash	(2)		1

Net decrease in cash and cash equivalents and restricted cash	(119)		(49)
Cash and cash equivalents and restricted cash at beginning of period	273		164
Cash and cash equivalents and restricted cash at end of period	$	154	$	115

Supplemental cash flow information:
Interest paid, net	$	52	$	34

Income taxes paid	$	3	$	7

See accompanying notes to unaudited condensed consolidated financial statements.

(Millions of U.S. ~~dollars)~~dollars, except for shares)

For the three months ended March 31, 2024


	Tronox Holdings plc Ordinary Shares (in thousands)	Tronox Holdings plc Ordinary Shares (Amount)		Capital in Excess of par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total Tronox Holdings plc Shareholders’ Equity		Non- controlling Interest		Total Equity
Balance at December 31, 2023	156,794	$	2	$	2,064	$	684	$	(814)	$	1,936	$	44	$	1,980
Net income	—	—		—		(9)		—		(9)		—		(9)
Other comprehensive (loss) income	—	—		—		—		(31)		(31)		(1)		(32)
Share-based compensation	1,050	—		6		—		—		6		—		6
Shares cancelled	(6)	—		—		—		—		—		—		—


Ordinary share dividends ($0.125 per share)	—	—		—		(20)		—		(20)		—		(20)



















Balance at March 31, 2024	157,838	$	2	$	2,070	$	655	$	(845)	$	1,882	$	43	$	1,925

See accompanying notes to unaudited condensed consolidated financial statements.

(Millions of U.S. dollars, except for shares)

For the three months ended March 31, 2023


	Tronox Holdings plc Ordinary Shares (in thousands)	Tronox Holdings plc Ordinary Shares (Amount)		Capital in Excess of par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total Tronox Holdings plc Shareholders’ Equity		Non- controlling Interest		Total Equity
Balance at December 31, 2022	154,497	$	2	$	2,043	$	1,080	$	(768)	$	2,357	$	46	$	2,403
Net income	—	—		—		23		—		23		2		25
Other comprehensive (loss) income	—	—		—		—		(17)		(17)		2		(15)
Share-based compensation	2,221	—		6		—		—		6		—		6
Shares cancelled	(1)	—		—		—		—		—		—		—


Ordinary share dividends ($0.125 per share)	—	—		—		(20)		—		(20)		—		(20)
Balance at March 31, 2023	156,717	$	2	$	2,049	$	1,083	$	(785)	$	2,349	$	50	$	2,399

See accompanying notes to unaudited condensed consolidated financial statements.

(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

Tronox ~~Limited~~Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and ~~its subsidiaries (collectively referred~~beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 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 ~~“Tronox Limited,” “we,” “us,” or “our”~~self-sufficient as possible in the production of TiO2 at our nine TiO2 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 TiO2 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.

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of ~~the State of Western Australia. We are a global leader with operations in North America, Europe, South Africa~~England and ~~the Asia-Pacific region in the production and marketing of titanium bearing mineral sands and titanium dioxide (“TiO~~₂~~”) pigment. We classify our operations into one reporting segment:~~ ~~TiO~~₂: consisting of products that are critical components of everyday applications such as paint and other coatings, plastics, paper and other uses and our related mineral sands product streams include titanium feedstock, zircon and pig iron.Wales.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the ~~U. S.~~U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016. The Condensed Consolidated Balance Sheet as of December 31, 2016 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.~~

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair ~~statement.~~statement of its financial position as of March 31, 2024, and its results of operations for the three months ended March 31, 2024 and 2023. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. ~~As a result of the Alkali disposition, the results of Alkali have been reclassified as discontinued operations for all periods presented.~~ ~~See Note 2 – Discontinued Operations for additional information.~~

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial ~~statements.~~

~~Revision of Previously Issued Consolidated Financial Statements~~

~~Unaudited Condensed Consolidated Statement of Operations~~

~~Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)~~

~~Unaudited Condensed Consolidated Balance Sheet~~

⁽¹⁾

~~Amounts reflect the results of Alkali as discontinued operations.~~

~~Unaudited Condensed Consolidated Statement of Cash Flows~~

~~Adopted Accounting Pronouncements~~

Recently Issued Accounting Pronouncements

We consider the applicability and impact of all recently issued ASUs. Those not listed below were assessed and determined to be either not applicable or expected to have a minimal impact on our consolidated financial statements.

In ~~August 2017,~~November 2023, the FASB issued ASU ~~2017-12, Derivatives and Hedging (Topic 815):~~ ~~Targeted Improvements~~2023-07, "Improvements to ~~Accounting for Hedging Activities~~ (“ASU 2017-12”), which will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accountingReportable Segment Disclosures". The amendment requires additional disclosures by public entities, including those with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 is effective for annual periods beginning on or after December 15, 2018, including interim periods within those periods. Early adoption is permitted which we are considering. We do not expect the adoption of ASU 2017-12 to have a ~~material impact on our consolidated financial statements.~~

In ~~January 2017,~~December 2023, the FASB issued ASU ~~2017-01,~~ ~~Business Combinations~~2023-09, "Income Taxes (Topic ~~805)~~740): ~~Clarifying the Definition of~~Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a ~~Business~~ ~~(“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist companies and other~~ reporting ~~organizations with evaluating whether transactions should be accounted for~~entity's effective tax rate reconciliation as ~~acquisitions (or disposals) of assets or businesses. ASU 2017-01 is~~well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application of the amendments in ASU 2017-01 is allowed under certain circumstances. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date. The impact, if any, that ASU 2017-01 will have on our consolidated financial statements will depend on the nature of future acquisitions of assets or businesses.

We recognize revenue at a point in time when the customer obtains control of the ~~new guidance~~promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at ~~the beginning~~a later point when control of the ~~earliest comparative period presented. We have developed an implementation plan for adopting ASU 2016-02, which includes utilizing~~products transfers to the customer at a ~~software program~~specified destination or time.

Contract assets represent our rights to manage our lease obligations. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and have concluded that we will not early adopt ASU 2016-02. Refer to Note 14 and 17 included in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding current obligations under lease agreements.

Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the ~~May 2014 guidance, several clarifications~~product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of March 31, 2024 and ~~updates have been issued on this topic, the most recent of which was issued in May 2017. We are executing our implementation plan for adopting ASU 2014-09~~December 31, 2023 were $1 million and are currently operating in line with that plan. We have completed phase 1 of our contract evaluation process and are continuing to review additional contracts while currently validating the results of applying the new revenue guidance. We have also started documenting our accounting policies and evaluating the new disclosure requirements and we expect to complete the evaluation of the impact of the accounting and disclosure requirements on our business processes, controls and systemsless than $1 million, respectively. Contract liability balances were reported as “Accounts payable” in the fourth quarter of 2017. We are evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and will adopt the new standard using the modified retrospective approach effective January 1, 2018.

2.	~~Discontinued Operations~~

Disaggregation of Revenue

~~Alkali, which was previously~~We operate under one of our two operating and reportable segments, included certain allocated corporate costs which have been reallocated to Corporate. The amount of allocated corporate costs was $1 million and $3 million, respectively, for each of the three and nine months ended September 30, 2017 and 2016. After the sale, we now operate in a single operating and reportable segment, ~~TiO~~₂.

revenue and cash flows are affected by economic factors and reflects how our business is managed.

Net sales to external customers by geographic areas where our customers are located were as follows:


	Three Months Ended March 31,
	2024		2023
North America	$	192	$	189
South and Central America	46		42
Europe, Middle-East and Africa	309		282
Asia Pacific	227		195
Total net sales	$	774	$	708

Net sales from external customers for each similar type of product were as follows:


	Three Months Ended March 31,
	2024		2023
TiO2	$	605	$	560
Zircon	88		72
Other products	81		76
Total net sales	$	774	$	708

Other products mainly include pig iron, TiCl4 and other mining products.

During both the three months ended March 31, 2024 and 2023, our ten largest third-party customers represented 37% of our consolidated net sales. During the three months ended March 31, 2024 and 2023, no single customer accounted for 10% of our consolidated net sales.

~~The following table is a summary~~

Our operations are conducted through ~~our~~ various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and ~~controlled in~~ the ~~U.K. The~~ statutory tax rate in the U.K. at ~~September 30, 2017~~both March 31, 2024 and 2023 was ~~19%. During 2016, Tronox Limited was managed~~25% and ~~controlled in Australia which has a~~19%, respectively. The statutory ~~tax~~ rate ~~of 30%.~~

At each reporting date, we perform an analysis to determine the likelihood of ~~19% primarily due to~~realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in ~~foreign jurisdictions taxed at rates different than 19%. The effective~~which those deferred tax ~~rate~~assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for ~~the three and nine months ended September 30, 2016 differs from the Australian statutory rate~~any losses, our forecast of ~~30% primarily due to valuation allowances and~~future taxable income, ~~in foreign jurisdictions taxed at rates lower than 30%, and withholding~~utilization of tax accruals on interest income. The income tax provision for the three and nine months ended September 30, 2017 differs from the income tax provision for the three and nine months ended September 30, 2016 due to withholding tax accruals on interest income which we made during 2016.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia ~~the Netherlands,~~ and the ~~U.S.,~~United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. ~~Future~~Until these valuation allowances are eliminated, future provisions for income taxes for these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current ~~state~~ tax ~~payments until the valuation allowances are eliminated.~~payments. Additionally, we have valuation allowances against specific tax assets in South Africa and ~~during~~ the ~~nine month period ended September 30, 2017 we established a valuation allowance of $7 million against deferred tax assets in the U.K. which we do not currently expect to utilize.~~United States.

The Company is currently ~~under audit in Australia and the United States.~~has no uncertain tax positions recorded. We believe that we have made adequate ~~provision~~provisions for income taxes that may be payable with respect to years open for ~~examination; however,~~examination or currently under examination. With regard to years under examination, the ultimate outcome is not presently known and, accordingly, ~~additional~~adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

4.	~~Income (Loss) Per Share~~

During the year ended December 31, 2023, the United Kingdom enacted legislation consistent with guidance from the Organization for Economic Co-operation and Development ("OECD") for the implementation of the Global Anti-Base Erosion Model Rules (Pillar Two). Additionally, various other jurisdictions have now implemented domestic minimum taxes which are also effective for 2024. Neither the UK multinational top-up tax nor any jurisdiction's domestic minimum tax are expected to have a material impact on our income tax provisions for 2024.

The computation of basic and diluted income ~~(loss)~~ per share for the periods indicated is as follows:


	Three Months Ended March 31,
	2024		2023
Numerator - Basic and Diluted:
Net (loss) income	$	(9)	$	25
Less: Net income attributable to noncontrolling interest	—		2
Net (loss) income available to ordinary shares	$	(9)	$	23

Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)	157,331		155,175
Weighted-average ordinary shares, diluted (in thousands)	157,331		156,641

Basic net (loss) income per ordinary share	$	(0.06)	$	0.15
Diluted net (loss) income per ordinary share	$	(0.06)	$	0.15

Percentage allocated to ordinary shares ⁽¹⁾

Net income (loss) per Ordinary Share ⁽²⁾:

⁽¹⁾

Our participating securities do not have a contractual obligation to share in losses; therefore, when we have a net loss, none of the loss is allocated to participating securities. Consequently, for the three and nine months ended September 30, 2017 and 2016, the two-class method did not have an effect on our net loss per ordinary share calculation, and as such, dividends paid during the year did not impact this calculation.

⁽²⁾

~~Loss per ordinary share amounts were calculated from exact, not rounded, loss~~Net (loss) income per ordinary share amounts were calculated from exact, not rounded net (loss) income and share information.

Series A Warrants ⁽¹⁾

Series B Warrants ⁽¹⁾

⁽¹⁾	Series A Warrants were converted into Class A ordinary shares at September 30, 2017 and 2016 using a rate of 6.02. Series B Warrants were converted into Class A ordinary shares at September 30, 2017 and 2016 using a rate of 6.03.

5.	~~Accounts Receivable, Net of Allowance for Doubtful Accounts~~

5. Accounts Receivable Securitization Program

~~Accounts~~On March 15, 2022, the Company entered into an accounts receivable ~~net of allowance for doubtful accounts, consisted~~securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivable generated by our wholly-owned Australian operating subsidiaries Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the ~~following:~~Second Amendment, which remained at $200 million and November 2025, respectively.

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million. The Fourth Amendment had no impact to financial position or financial results at and for the three months ended March 31, 2024.

6.	~~Inventories, Net~~

As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.

The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of March 31, 2024 and December 31, 2023, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's unaudited Condensed Consolidated Balance Sheet was $200 million and $186 million, respectively. Additionally, at March 31, 2024 and December 31, 2023, we retained approximately $171 million and $129 million, respectively, of unsold receivables which we pledged as collateral for the sold receivables.

The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:


	Three Months Ended March 31,
	2024		2023
Cash proceeds from collections reinvested in the program	$	222	$	144
Incremental accounts receivables sold	236		138
Fees incurred1	3		2

1 Amounts relate to monthly utilization of the Securitization Facility and are recorded in "Other (expense) income, net" in our unaudited Condensed Consolidated Statement of Operations.

Inventories, net consisted of the following:


	March 31, 2024		December 31, 2023
Raw materials	$	342	$	352
Work-in-process	141		141
Finished goods, net	682		688
Materials and supplies, net	238		240
Inventories, net	$	1,403	$	1,421

Materials and supplies, net ⁽¹⁾

Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

⁽¹⁾	~~Consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products.~~

At ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, inventory obsolescence reserves primarily for materials and supplies were ~~$15~~$44 million and ~~$17~~$42 million, respectively. ~~At September 30, 2017 and December 31, 2016, reserves~~Reserves for lower of cost or market and net realizable value were ~~$17~~$27 million and ~~$26~~$50 million at March 31, 2024 and December 31, 2023, respectively.

7.	7. Property, Plant and Equipment, Net

Property, plant and equipment, net ⁽¹⁾

Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 11.

⁽¹⁾	~~Substantially all of these assets are pledged as collateral for our debt. See Note 11.~~

8.	8. Mineral Leaseholds, Net

Mineral leaseholds, net of accumulated depletion, consisted of the following:


	March 31, 2024		December 31, 2023
Mineral leaseholds	$	1,249	$	1,260
Less: accumulated depletion	(610)		(606)
Mineral leaseholds, net	$	639	$	654

Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $7 million and $8 million during ~~each of~~ the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016 and $24 million and $26 million, respectively, during the nine months ended September 30, 2017 and 2016.~~2023, respectively.

9.	~~Intangible Assets, Net~~

9. Intangible Assets, Net

Intangible assets, net of accumulated amortization, consisted of the following:


	March 31, 2024						December 31, 2023
	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	291	$	(255)	$	36	$	291	$	(250)	$	41
TiO2 technology	93		(45)		48		93		(44)		49
Internal-use software and other	208		(49)		159		201		(48)		153
Intangible assets, net	$	592	$	(349)	$	243	$	585	$	(342)	$	243

As of March 31, 2024 and December 31, 2023, internal-use software included approximately $131 million and $125 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.

~~Amortization~~The table below summarizes amortization expense related to intangible assets ~~during each of~~for the ~~three months ended September 30, 2017 and 2016 was $6 million of which less than $1 million each was~~periods presented, recorded in ~~“Cost of goods sold”~~the specific line items in ~~the~~our unaudited Condensed Consolidated Statements of Operations and $6 million each was recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations. Amortization expense related to intangible assets during each of the nine months ended September 30, 2017 and 2016 was $19 million of which $1 million each was recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations and $18 million each was recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations. Operations:


	Three Months Ended March 31,
	2024		2023
Cost of goods sold	$	1	$	1
Selling, general and administrative expenses	7		7
Total	$	8	$	8

Estimated future amortization expense related to intangible assets is $6$24 million for the remainder of ~~2017, $25~~2024, $35 million ~~each~~ for ~~2018 through 2021,~~2025, $21 million for 2026, $24 million for 2027, $23 million for 2028 and ~~$97~~$116 million thereafter.

~~10.~~

~~Accrued Liabilities~~

10. Balance Sheet and Cash Flow Supplemental Information

~~Debt Refinancing~~


	Three Months Ended March 31,
Supplemental non cash information:	2024		2023
Operating activities - Chloride slag inventory purchases made from AMIC (including VAT)	$	18	$	—
Operating activities - MGT sales made to AMIC	$	2	$	1
Investing activities - In-kind receipt of AMIC loan repayment	$	18	$	—

Financing activities - Repayment of MGT loan	$	2	$	1

	March 31, 2024		December 31, 2023
Capital expenditures acquired but not yet paid	$	43	$	67

~~Wells Fargo Revolver~~

Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:


	Original Principal	Annual Interest Rate		Maturity Date	March 31, 2024		December 31, 2023
Term Loan Facility, net of unamortized discount (1)	1,300	Variable		3/11/2028	$	899	$	898
2022 Term Loan Facility, net of unamortized discount(1)	400	Variable		4/4/2029	389		390
2023 Term Loan Facility, net of unamortized discount(1)	350	Variable		8/16/2028	346		347
Senior Notes due 2029	1,075	4.625	%	3/15/2029	1,075		1,075
Standard Bank Term Loan Facility (1)	98	Variable		11/11/2026	60		64
Australian Government Loan, net of unamortized discount	N/A	N/A		12/31/2036	1		1
MGT Loan(2)	36	Variable		Variable	23		25
Finance leases					42		43
Long-term debt					2,835		2,843
Less: Long-term debt due within one year					(27)		(27)
Debt issuance costs					(28)		(30)
Long-term debt, net					$	2,780	$	2,786

Prior Term Loan, net of unamortized discount ⁽¹⁾

New Term Loan Facility, net of unamortized discount ⁽²⁾

⁽¹⁾

~~Average effective interest rate of 5.2% and 5.1% during~~(1)The average effective interest rate on the ~~three and nine months ended September 30, 2017, respectively, and 4.9% each during the three and nine months ended September 30, 2016.~~

⁽²⁾

~~Average effective interest rate of 4.5% during each of the three and nine months ended September 30, 2017.~~

~~At September 30, 2017, the scheduled maturities of our long-term debt were as follows:~~

Total
Borrowings

2017 $ —
2018 17
2019 22
2020 22
2021 22
Thereafter 3,118
Total 3,201
Remaining accretion associated with the New Term Loans (14 )
Total borrowings $ 3,187

~~Prior~~ Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Standard Bank Term Loan Facility was 5.7%, 9.0%, 9.2% and 10.6%, respectively, during the three months ended March 31, 2024. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 5.3%, 8.4% and 9.7%, respectively, during the three months ended March 31, 2023. As of March 31, 2024, the applicable margin on the Term Loan Facility, 2022 Term Loan Facility and 2023 Term Loan Facility was 2.50%, 3.25%, and 3.50%, respectively.

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% during both the three months ended March 31, 2024 and March 31, 2023.

Long-Term Debt

On ~~April 23, 2014, we, along~~May 1, 2024, Tronox Finance LLC (the “Borrower”), Tronox Holdings plc (the “Company”), certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement (the "2024 Amendment"). The 2024 Amendment provides the Borrower with ~~our wholly owned subsidiary, Tronox Pigments (Netherlands) B.V.,~~a new five -year incremental term loan facility ("the 2024 Term Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The proceeds of the 2024 Term Loan Facility were used to repay in full the Company's outstanding 2022 Term Loan and ~~certain named guarantor subsidiaries,~~2023 Term Loan.

Short-Term Debt

Insurance premium financing

In August 2023, the Company entered into a Third Amended and Restated Credit and Guaranty Agreement (the “Third Agreement”) with the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. Pursuant to the Third Agreement, we obtained a $1.5 billion senior secured term loan (the “Prior Term Loan”)$27 million insurance premium financing agreement with a ~~maturity date of March 19, 2020. As mentioned above, on September 22, 2017, we repaid the remaining $1.4 billion outstanding~~third-party financing company. The financing balance ~~of the $1.5 billion Prior Term Loan~~requires a 33% down payment and entered into the New Term Loan Facility described below. Unamortized original debt discount and issuance costs of $1 million relating to the Prior Term Loan were included in “Gain (loss) on extinguishment of debt” in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017. The remaining balance of unamortized original debt discount and issuance costs of $16 million relating to the Prior Term Loan will continue to be amortized over the life of the New Term Loan Facility.

~~New Term Loan Facility~~

On September 22, 2017, we entered into a new senior secured first lien term loan facility (the “New Term Loan Facility”) with the lenders party thereto and Bank of America, N.A., as administrative agent, with a maturity date of September 22, 2024. The New Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “New Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account. Upon consummation of the Cristal acquisition, the Blocked Borrower will merge with and into Tronox Finance, and the Blocked Term Loan will become available to Tronox Finance. If the Cristal Acquisition is terminated, the Blocked Term Loan will be repaid toin monthly installments over 9 months at

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an 8% fixed annual interest rate. As of March 31, 2024, the ~~lenders of such Blocked Term Loan. The proceeds from the Blocked Term Loan were included~~financing balance was $4 million and is recorded in ~~“Restricted cash”~~"Short-term debt" in the Condensed Consolidated Balance Sheets at September 30, 2017. The term loans under the New Term Loan Facility bear interest at the “Applicable Rate” defined by reference to a grid pricing matrix that relates to our first lien net leverage ratio. Based upon our first lien net leverage ratio, the Applicable Rate under the New Term Loan Facility as of September 30, 2017 was 300 basis points plus LIBOR. The New Term Loan Facility was issued net of an original issue discount of $11 million. Debt issuance costs of $4 million relating to the New Term Loans were included in “Gain (loss) on extinguishment of debt” in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017. Debt issuance costs of $30 million associated with the New Term Loan Facility ($13 million remaining from the Prior Term Loan and $17 million incurred for the New Term Loan Facility) were recorded as a direct reduction of the carrying value of the long-term debt as described below and will be amortized over the life of the New Term Loan Facility.Sheet.

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~~Senior Notes due 2020~~

On September 25, 2017, we redeemed (the “Redemption”) the $896 million outstanding balance of our $900 million aggregate principal, 6.375% senior notes due 2020 issued by Tronox Finance (the “Senior Notes due 2020”). The total cash payment made in connection with the Redemption was approximately $917 million, and included accrued interest of $7 million and a call premium of $14 million (the “Call Premium”) included in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations. During the nine months ended September 30, 2016, we repurchased $4 million of face value of the Senior Notes due 2020 at a price of 77% of par, resulting in a net gain of approximately $1 million which was included in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations. The Senior Notes due 2020 were fully and unconditionally guaranteed on a senior and unsecured basis by us and certain of our subsidiaries. As a result of the Redemption, we are no longer required to present guarantor condensed consolidating financial statements starting with this Form 10-Q for the period ended September 30, 2017. In connection with the Redemption, we recorded a loss on extinguishment of debt of $22 million included in “Gain (loss) on extinguishment of debt”, of which $8 million related to unamortized debt issuance costs and $14 million related to the Call Premium.

~~Senior Notes due 2022~~

We have $600 million aggregate principal amount, 7.50% Senior Notes due 2022 (the “Senior Notes due 2022”) which notes were issued pursuant to an indenture dated March 19, 2015 (the “2022 Indenture”). The Senior Notes due 2022 have not been registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. There were no repayments during the three and nine months ended September 30, 2017. During the nine months ended September 30, 2016, we repurchased $16 million of face value of notes at a weighted average price of 76% of par, resulting in a net gain of approximately $3 million which was included in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations.

The Indenture and the Senior Notes due 2022 provide, among other things, that the Senior Notes due 2022 are senior unsecured obligations of Tronox Finance and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. Interest is payable on March 15 and September 15 of each year until their maturity date of March 15, 2022. The terms of the 2022 Indenture, among other things, limit, in certain circumstances, the ability of us to: incur certain additional indebtedness and issue preferred stock; make certain dividends, distributions, investments and other restricted payments; sell certain assets; incur liens; agree to any restrictions on the ability of certain subsidiaries to make payments to us; consolidate or merge with or into, or sell substantially all of our assets to, another person; enter into transactions with affiliates; and enter into new lines of business. At September 30, 2017 and December 31, 2016, debt issuance costs related to the Senior Notes due 2022 of $8 million and $10 million, respectively, were recorded as a direct reduction of the carrying value of the long-term debt as described below.

~~Senior Notes due 2025~~

On September 22, 2017, our wholly-owned subsidiary Tronox Finance plc, issued 5.75% senior notes due 2025 for an aggregate principal amount of $450 million (the “Senior Notes due 2025”), which notes were issued under an indenture dated September 22, 2017 (the “2025 Indenture”). The 2025 Indenture and the Senior Notes due 2025 provide, among other things, that the Senior Notes due 2025 are senior unsecured obligations of Tronox Finance plc and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. The Senior Notes due 2025 have not been registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. Interest is payable on April 1 and October 1 of each year beginning on April 1, 2018 until their maturity date of October 1, 2025. The terms of the 2025 Indenture, among other things, limit, in certain circumstances, the ability of us and certain of our subsidiaries to: incur secured indebtedness, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of our assets. The terms of the 2025 Indenture also include certain limitations on our non-guarantor subsidiaries incurring indebtedness. Debt issuance costs of $9 million relating to the Senior Notes due 2025 ~~were recorded as a direct reduction of the carrying value of the long-term debt as described below~~ ~~and will be amortized over the life of the Senior Notes due 2025.~~

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~~Liquidity and Capital Resources~~

As of September 30, 2017, we had $238 million available under the $550 million Wells Fargo Revolver and $1.1 billion in cash and cash equivalents. In addition, restricted cash as of September 30, 2017 included the $650 million proceeds from the Blocked Term Loan discussed above.

~~Lease Financing~~

We have capital lease obligations in South Africa, which are payable through 2031 at a weighted average interest rate of approximately 14%. At September 30, 2017 and December 31, 2016, assets recorded under capital lease obligations were $21 million and $7 million, respectively. Related accumulated amortization was $7 million and $6 million at September 30, 2017 and December 31, 2016, respectively. During each of the three and nine months ended September 30, 2017 and 2016, we made principal payments of less than $1 million.

~~Fair Value~~

Our debt is recorded at historical amounts. At September 30, 2017 and December 31, 2016, the fair value of the New Term Loan Facility was $2.2 billion. At September 30, 2017 and December 31, 2016, the fair value of the Senior Notes due 2022 was $616 million and $544 million, respectively. At September 30, 2017 the fair value of our Senior Notes due 2025 was $461 million. We determined the fair value of the New Term Loan Facility, the Senior Notes due 2022 and the Senior Notes due 2025 using quoted market prices. The fair value hierarchy for the New Term Loan Facility, the Senior Notes due 2022 and the Senior Notes due 2025 is a Level 1 input. Balances outstanding under our Wells Fargo Revolver are carried at contracted amounts, which approximate fair value based on the short term nature of the borrowing and the variable interest rate. The fair value hierarchy for our Wells Fargo Revolver is a Level 2 input.

Debt Covenants

~~At September 30, 2017,~~As of March 31, 2024, we ~~had no financial covenants in the Wells Fargo Revolver and the New Term Loan Facility. We were~~are in compliance with all financial covenants in our ~~reporting covenants as~~debt facilities.

12. Derivative Financial Instruments

Derivatives recorded on the Condensed Consolidated Balance Sheets:

The following table is a summary of the fair value of derivatives outstanding at March 31, 2024 and ~~for~~December 31, 2023:


	Fair Value
	March 31, 2024				December 31, 2023
	Assets(a)		Accrued Liabilities		Assets(a)		Accrued Liabilities
Derivatives Designated as Cash Flow Hedges

Interest Rate Swaps	$	28	$	—	$	18	$	—
Natural Gas Hedges	$	—	$	1	$	—	$	1
Total Hedges	$	28	$	1	$	18	$	1
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts	$	1	$	—	$	1	$	1
Total Derivatives	$	29	$	1	$	19	$	2

(a) At March 31, 2024 and December 31, 2023, current assets of $29 million and $19 million, respectively, are recorded in prepaid and other current assets on the ~~three and nine months ended September 30, 2017.~~Condensed Consolidated Balance Sheets.

Derivatives' Impact on the Condensed Consolidated Statement of Operations:

~~Interest and Debt Expense, Net~~

~~Interest and debt expense, net in~~The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated ~~Statements~~Statement of ~~Operations consisted~~Operations:


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other (expense) income, net		Cost of Goods Sold		Other (expense) income, net
	Three Months Ended March 31, 2024				Three Months Ended March 31, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	(6)	$	—	$	(7)
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(2)	$	—
Natural Gas Hedges	$	(1)	$	—	$	(1)	$	—
Total Derivatives	$	(1)	$	(6)	$	(3)	$	(7)

Interest Rate Risk

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As of March 31, 2024, the Company maintains a total of $950 million of interest rate swaps with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the ~~following:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017 2016 2017 2016
Interest on Prior Term Loan $ 16 $ 17 $ 49 $ 50
Interest on New Term Loan Facility 2 — 2 —
Interest on Senior Notes due 2020 13 14 41 43
Interest on Senior Notes due 2022 11 11 33 33
Interest on Senior Notes due 2025 1 — 1 —
Amortization of deferred debt issuance costs and discounts on debt 3 3 9 8
Other 2 1 7 6
Capitalized interest (1 ) — (2 ) (2 )
Total interest and debt expense, net $ 47 $ 46 $ 140 $ 138

~~In connection with obtaining debt, we incurred debt issuance costs, which~~agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are being amortized through the respective maturity dates using the effective interest method. At September 30, 2017, we had deferred debt issuance costs of $6 million related to the Wells Fargo Revolver which is recorded in ~~“Other long-term assets”~~accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings.

At March 31, 2024 and December 31, 2023, the net unrealized gain of $28 million and the unrealized gain of $18 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance ~~Sheets. At September 30, 2017, we had $30 million and $9 million of debt discount and issuance costs~~Sheet. For the three months ended March 31, 2024, the amounts recorded in interest expense related to the ~~New~~interest-rate swap agreements were $8 million, of which $2 million for each period was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three months ended March 31, 2023, the net amounts recorded in interest expense related to the interest-rate swap agreements were $4 million.

Foreign Currency Risk

From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars or forward contracts to reduce the exposure. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or are recognized in other (expense) income, net when the transactions are no longer probable of occurring. As of March 31, 2024, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At December 31, 2022, there was an unrealized net loss of $4 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, of which $2 million was recognized in earnings during the three months ended March 31, 2023.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other (expense) income, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At March 31, 2024, there was (i) 971 million South African Rand (or approximately $51 million at March 31, 2024 exchange rate), (ii) 138 million Australian dollars (or approximately $90 million at the March 31, 2024 exchange rate), (iii) 48 million Pound Sterling (or approximately $61 million at the March 31, 2024 exchange rate), (iv) 7 million Euro (or approximately $8 million at the March 31, 2024 exchange rate), and (v) 88 million Saudi Riyal (or approximately $23 million at the March 31, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2023, there was (i) 837 million South African Rand (or approximately $44 million at the March 31, 2024 exchange rate), (ii) 153 million Australian dollars (or approximately $100 million at the March 31, 2024 exchange rate), (iii) 45 million Pound Sterling (or approximately $57 million at the March 31, 2024 exchange rate), (iv) 45 million Euro (or approximately $49 million at the March 31, 2024 exchange rate) and (v) 67 million Saudi Riyal (or approximately $18 million at the March 31, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts.

13. Fair Value

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows:

Level 1 -Quoted prices in active markets for identical assets or liabilities

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Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly

Level 3 -Unobservable inputs based on the Company’s own assumptions

Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
	Asset	Liability	Asset	Liability
Term Loan Facility	—	903	—	903
2022 Term Loan Facility	—	393	—	394
2023 Term Loan Facility	—	350	—	351
Standard Bank Term Loan Facility	—	60	—	64
Senior Notes due 2029	—	966	—	956
Australian Government Loan	—	1	—	1
MGT Loan	—	23	—	25
Interest rate swaps	28	—	18	—
Natural gas hedges	—	1	—	1
Foreign currency contracts	1	—	1	1

We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Senior Notes due ~~2025, respectively,~~2029 using quoted market prices, which ~~was recorded as~~under the fair value hierarchy is a ~~direct reduction~~Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input.

We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input.

The carrying value of ~~the long term~~cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt ~~in the unaudited Condensed Consolidated Balance Sheets. At September 30, 2017 and December 31, 2016, we had $8 million and $10 million, respectively, of debt issuance costs related~~approximate fair value due to the ~~Senior Notes 2022, which were recorded as a direct reduction~~short-term nature of ~~the carrying value of the long term debt in the unaudited Condensed Consolidated Balance Sheets.~~

these items.

~~12.~~

14. Asset Retirement Obligations


	March 31, 2024		December 31, 2023
Current portion included in “Accrued liabilities”	$	12	$	14
Noncurrent portion included in “Asset retirement obligations”	176		172
Asset retirement obligations	$	188	$	186

~~Asset retirement obligations in our unaudited Condensed Consolidated Balance Sheets at September 30, 2017~~

15. Commitments and December 31, 2016 consist of a current portion of $4 million and $3 million, respectively, included in “Accrued liabilities” and a noncurrent portion of $78 million and $73 million, respectively, included in “Asset retirement obligations”.Contingencies

~~13.~~

~~Commitments and Contingencies~~

Environmental Matters—It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following:

Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by ~~Westpac Banking Corporation~~Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and ~~less than $1~~implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MDE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of March 31, 2024, we have a provision of $42 million ~~of letters of credit issued by UBS.~~included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above.

UK Health and Safety Matter. In February 2024, we received a summons from the UK Health and Safety Executive alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving an employee in ~~various courts or agencies. These proceedings, individually and in~~August 2022. Based on our current understanding, we do not believe the ~~aggregate, may~~enforcement action with regards to this incident will have a material adverse effect on us. These proceedings may be associated with facilities currently or previously owned, operated or used by us and/or our predecessors, some of which may include claims for personal injuries, property damages, cleanup costs, and other environmental matters. Current and former operations may also involve management of regulated materials that are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which we operate. Currently, we are not party to any pending legal or administrative proceedings that may have a material adverse effect, either individually or in the aggregate, on our business, financial condition orand results of operations.

~~14.~~

~~Shareholders’ Equity~~

16. Accumulated Other Comprehensive Loss Attributable to Tronox ~~Limited~~Holdings plc and Other Equity Items


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2023	$	(710)	$	(78)	$	20	$	(768)
Other comprehensive (loss) income	(15)		1		(6)		(20)

Amounts reclassified from accumulated other comprehensive loss	—		—		3		3
Balance, March 31, 2023	$	(725)	$	(77)	$	17	$	(785)

Repurchase of Common Stock

~~Table~~On February 21, 2024, in connection with the expiration in February 2024 of ~~Contents~~

Cumulative
Translation
Adjustment

Pension
Liability
Adjustment

Unrealized
Gains (Losses)
on
Derivatives
Total
Beginning balance $ (456 ) $ (101 ) $ 2 $ (555 )
Other comprehensive income (loss) 51 (21 ) (1 ) 29
Amounts reclassified from accumulated other comprehensive income (loss) — (1 ) — (1 )
Balance, September 30, 2016 $ (405 ) $ (123 ) $ 1 $ (527 )

~~The tables below present changes in accumulated other comprehensive income (loss) by component for~~ the ~~nine~~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 ~~September 30, 2017 and 2016.~~

Cumulative
Translation
Adjustment

Pension
Liability
Adjustment

Unrealized
Gains (Losses)
on
Derivatives
Total
Beginning balance $ (408 ) $ (92 ) $ 3 $ (497 )
Other comprehensive income (loss) 19 — (3 ) 16
Amounts reclassified from accumulated other comprehensive income (loss) — 7 — 7
Balance, September 30, 2017 $ (389 ) (85 ) — (474 )

Cumulative
Translation
Adjustment

Pension
Liability
Adjustment

Unrealized
Gains (Losses)
on
Derivatives
Total
Beginning balance $ (496 ) $ (102 ) $ — $ (598 )
Other comprehensive income (loss) 91 (21 ) 1 71
Balance, September 30, 2016 $ (405 ) $ (123 ) $ 1 $ (527 )

~~15.~~

~~Noncontrolling Interest~~

At September 30, 2017, Exxaro has a 26% ownership interest in each of our Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd. subsidiaries in order to comply with the ownership requirementsMarch 31, 2024, we made no repurchases of the Black Economic Empowerment legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances. Exxaro also has a 26% ownership interest in certain of our other non-operating subsidiaries. We account for such ownership interest as “Noncontrolling interest” in the unaudited condensed consolidated financial statements.Company's stock.

~~Noncontrolling interest activity for the three and nine months ended September 30, 2017 and 2016 was as follows:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017 2016 2017 2016
Beginning balance $ 162 $ 126 $ 144 $ 112
Net income (loss) attributable to noncontrolling interest 6 (2 ) 11 (1 )
Effect of exchange rate changes (10 ) 18 3 31
Balance, September 30, $ 158 $ 142 $ 158 $ 142

~~16.~~

17. Share-Based Compensation

~~Share-based compensation expense consisted of the following:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017 2016 2017 2016
Restricted shares and restricted share units $ 5 $ 7 $ 25 $ 15
Options — 1 — 2
T-Bucks Employee Participation Plan — — 1 1
Total share-based compensation expense $ 5 $ 8 $ 26 $ 18

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~~Tronox Limited Management Equity Incentive Plan~~

~~Restricted Shares~~

~~We did not grant any restricted shares during the nine months ended September 30, 2017.~~

~~The following table presents a summary of activity for the nine months ended September 30, 2017:~~

Number of
Shares

Weighted Average
Grant Date
Fair Value

Outstanding, January 1, 2017 284,400 $ 6.09
Vested (107,928 ) 8.00
Outstanding, September 30, 2017 176,472 $ 4.92
Expected to vest, September 30, 2017 176,472 $ 4.92

At September 30, 2017, there was less than $l million of unrecognized compensation expense related to unvested restricted shares which is expected to be recognized over a weighted-average period of 1.1 years. Since the restricted shares were granted only to certain members of our Board, the unrecognized compensation expense was not adjusted for estimated forfeitures. The total fair value of restricted shares that vested during the nine months ended September 30, 2017 was $1 million.

Restricted Share Units (“RSUs”)

2024 Grant - During the ~~nine~~three months ended ~~September 30, 2017, we~~March 31, 2024, the Company granted ~~RSUs which have time and/or performance conditions. Both the~~both time-based and performance-based awards to certain members of management. A total of 806,893 of time-based awards and the performance-based awards are classified as equity awards. For the time-based awards, 1,075 RSUs vested immediately, 14,053 RSUs vest ratably over a nine-month period 100,160 RSUs vest ratably over a one-year period and 12,869 RSUswere granted to management which will vest ratably over a three-year period ~~and are valued at the weighted average grant date fair value. For the~~ending March 5, 2027. A total of 806,900 of performance-based awards ~~1,145,933 cliff vest at the end~~were granted, of which 403,450 of the ~~three years and 12,865 cliff~~awards vest ~~at the end of forty months. Included in the performance-based awards are 786,639 RSUs for which vesting is determined~~ based on a relative Total ~~Stockholder~~Shareholder Return ~~(“TSR”~~("TSR") calculation ~~over~~and 403,450 of the ~~applicable measurement period.~~awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2027 based on the actual 2026 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we ~~use~~used a Monte Carlo simulation to determine the weighted average grant date fair ~~value. A total~~value of ~~1,225,697 RSUs~~$21.68. The following weighted average assumptions were ~~granted, pursuant~~utilized to ~~an Integration Incentive Award program (the “Integration Incentive Award”) established in connection with~~value the Cristal Transaction, to certain executive officers and managers with significant integration accountability. If the Cristal Transaction does not close by July 1, 2018, then the Integration Incentive Award granted will be cancelled.TSR grants:


	2024
Dividend yield	—	%
Expected historical volatility	47.9	%
Risk free interest rate	4.46	%
Expected life (in years)	3

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The ~~following table presents a summary of activity for the nine months ended September 30, 2017~~

Number of
Shares

Weighted Average
Grant Date
Fair Value

Outstanding, January 1, 2017 5,587,331 $ 7.19
Granted 2,944,267 17.19
Vested (2,378,609 ) 9.52
Forfeited (604,918 ) 9.81
Outstanding, September 30, 2017 5,548,071 $ 11.22
Expected to vest, September 30, 2017 5,797,277 $ 9.83

~~At September 30, 2017, there was $35 million of~~ unrecognized compensation ~~expense related to~~cost associated with all unvested ~~RSUs,~~awards at March 31, 2024 was $46 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of ~~2.0~~approximately 2.3 years. ~~The weighted-average grant-date fair value of RSUs granted during~~

During both the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016 was $17.19 per share~~2023, we recorded $6 million of stock compensation expense.

18. Pension and ~~$4.04 per share, respectively. The total fair value of RSUs that vested during the nine months ended September 30, 2017 was $23 million.~~Other Postretirement Healthcare Benefits

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~~Options~~

~~The following table presents a summary of activity for the nine months ended September 30, 2017:~~

Number of
Options

Weighted
Average
Exercise
Price

Weighted
Average
Contractual
Life (years)

Intrinsic
Value

Outstanding, January 1, 2017 1,970,481 $ 21.19 6.38 $ —
Exercised (45,753 ) 19.32
Forfeited (4,273 ) 21.98
Expired (93,101 ) 21.58
Outstanding, September 30, 2017 1,827,354 $ 21.21 4.62 $ 2
Expected to vest, September 30, 2017 789 $ 22.69 7.27 $ —
Exercisable, September 30, 2017 1,826,560 $ 21.21 4.61 $ 2

The aggregate intrinsic values in the table represent the total pre-tax intrinsic value (the difference between our share price at the indicated dates and the options’ exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the period. The amount will change based on the fair market value of our stock. The total intrinsic value of options exercised during the three and nine months ended September 30, 2017 was less than $1 million. No options were exercised during the three and nine months ending September 30, 2016 and consequently, there was no related intrinsic value. We issue new shares upon the exercise of options. During the three and nine months ended September 30, 2017, we received approximately $1 million in cash for the stock options exercised. As there were no stock options exercised during the three and nine months ended September 30, 2016, no cash was received.

~~At September 30, 2017, we had no unrecognized compensation expense related to options, adjusted for estimated forfeitures. We did not issue any options during the nine months ended September 30, 2017.~~

~~T-Bucks Employee Participation Plan (“T-Bucks EPP”)~~

During 2012, we established the T-Bucks EPP for the benefit of certain qualifying employees of our South African subsidiaries. We funded a T-Bucks Trust (the “Trust”) with R124 million (approximately $15 million), which was used to acquire Class A Shares. On May 31, 2017, the shares held by the Trust became fully vested. The Trust sold 546,403 shares in June 2017 on behalf of the participants who elected to receive cash. The remaining participants elected to receive shares.

~~Long-Term Incentive Plan (“LTIP”)~~

We have a LTIP for the benefit of certain qualifying employees of Tronox subsidiaries in South Africa and Australia. The LTIP is classified as a cash-settled compensation plan and is re-measured to fair value at each reporting date. We did not have an outstanding liability for LTIP at both September 30, 2017 and December 31, 2016.

~~17.~~

~~Pension and Other Postretirement Healthcare Benefits~~

We sponsor a noncontributory defined benefit retirement plan in the U. S., the qualified retirement plan (the “U.S. Qualified Retirement Plan”). We also have a collective defined contribution plan (a multiemployer plan) in the Netherlands, and a postretirement healthcare plan in South Africa. We had a defined benefit retirement plan in the Netherlands which was settled in the fourth quarter of 2016.

We sponsored a noncontributory defined benefit plan that covered eligible employees of Alkali which became effective from the acquisition date of Alkali, on April 1, 2015 (the “Alkali Qualified Plan”). Our obligations under the Alkali Qualified Plan transferred with the Sale and $5 million in actuarial losses and prior service costs previously included in “Accumulated other comprehensive loss” were recognized as a loss within “Income (loss) from discontinued operations, net of tax” on the Statement of Operations in the third quarter of 2017.

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The components of net periodic cost associated with our U.S. ~~Qualified Retirement Plan~~ and ~~The Netherlands defined benefit plan~~foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as ~~follows~~:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017 2016 2017 2016
Net periodic cost:
Service cost $ — $ — $ — $ —
Interest cost 3 5 11 15
Expected return on plan assets (4 ) (5 ) (11 ) (15 )
Net amortization of actuarial loss and prior service credit 1 — 2 1
Curtailment gain (loss) — (1 ) — (1 )
Total net periodic cost $ — $ (1 ) $ 2 $ —

follows:


	Pensions
	Three Months Ended March 31,
	2024		2023
Net periodic cost:
Service cost	$	1	$	1
Interest cost	4		4
Expected return on plan assets	(5)		(5)

Total net periodic cost	$	—	$	—

The components of net periodic cost associated with ~~the~~our postretirement healthcare plans ~~was less than~~recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Other Postretirement Benefit Plans
	Three Months Ended March 31,
	2024		2023
Net periodic cost:

Interest cost	1		1


Total net periodic cost	$	1	$	1

During the three months ended March 31, 2024, the Company made contributions to its pension plans of $1 million. The Company expects to make approximately $7 million ~~each~~of pension contributions for the remainder of 2024.

For the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016. The components of net periodic cost associated with the postretirement healthcare plan was $1 million for each of the nine months ended September 30, 2017 and 2016.~~

~~For each of the three and nine month periods ended September 30, 2017 and 2016,~~2023, we contributed $1 million and $3$1 million, respectively, to ~~The~~the Netherlands ~~multiemployer plan,~~Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations.

~~18.~~

19. Related Parties

Tasnee / Cristal

~~Exxaro~~At March 31, 2024, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest.

~~We have service level agreements~~On May 9, 2018, we entered into an Option Agreement with ~~Exxaro~~AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for ~~research~~Primary and ~~development that expired during the third quarter of 2017. Such service level agreements amounted to less than $1~~Downstream Industries in KSA will be contributed together with $322 million of ~~expense during each~~AMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the ~~three months~~SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and ~~nine months ended~~tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore,

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pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger (the “Tronox Loans”).

On May 13, 2020, we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt.

On May 10, 2023, AMIC and Tronox further amended the Option Agreement (the “Second Amendment”). In the Second Amendment the parties acknowledged that the Option expired on May 10, 2023 without being exercised but agreed to continue negotiating until September 30, ~~2017~~2023 (the "Renegotiation Period") as to whether, and ~~2016,~~under what circumstances, Tronox may acquire the Slagger. Subsequent to September 30, 2023, the parties continued to negotiate as to whether, and under what circumstances, Tronox may acquire the Slagger and on February 21, 2024 the parties again amended the Option Agreement (the “Third Amendment”), which extended the Renegotiation Period until the earlier of the repayment of the Tronox Loans or December 31, 2024, subject to certain early termination rights. The Third Amendment also provided that from the date the parties entered into the Second Amendment and through December 31, 2023, all chloride slag produced by the Slagger was ~~included~~delivered to Tronox as repayment in-kind of the Tronox Loans at a price based on a widely published index for feedstock less a nominal discount (the “Slag Price”). Thereafter and until the end of the Renegotiation Period, 65% of all chloride slag produced by the Slagger will be delivered to Tronox as repayment in-kind of the Tronox Loans based on the Slag Price and Tronox will purchase via cash settlements the remaining 35% at the Slag Price. Full repayment of the Tronox Loans is required by January 2025 in ~~“Selling, general~~either cash or in-kind through chloride slag deliveries. During July 2023, we also entered into an agreement with AMIC to act as their sales agent with regard to sales of slag fines to customers outside of the Kingdom of Saudi Arabia for an agreed upon commission fee to be paid.

The following table shows the outstanding balance of the Tronox Loans, which at March 31, 2024 and ~~administrative expense” in~~December 31, 2023, is recorded on the unaudited Condensed Consolidated ~~Statements~~Balance Sheet in "Prepaid and other assets" and "Other long-term assets," respectively:


	March 31, 2024	December 31, 2023
Principal balance	65	80
Accrued interest income balance	10	12
Total outstanding balance	75	92

The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our unaudited Condensed Consolidated Statement of ~~Operations. Additionally, we had a professional service agreement with Exxaro related~~Operations:


	Three Months Ended March 31,
	2024	2023
Interest income	1	1

The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended March 31,
	2024	2023
Settled as in-kind repayment of Tronox Loans	16	—
Settled in cash	8	43
Total chloride slag purchases	24	43

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The following table shows the amounts due to AMIC at period-end regarding the ~~Fairbreeze construction project~~purchase feedstock purchased from the Slagger, which ~~ended~~are recorded in January 2017. Payments were nil and $1 million, respectively, to Exxaro relating to Fairbreeze during the three months ended September 30, 2017 and 2016 and less than $1 million and $2 million, respectively, during the nine months ended September 30, 2017 and 2016. These payments were capitalized and included in “Property, plant and equipment, net” in"Accrued liabilities" on our unaudited Condensed Consolidated Balance ~~Sheets. At both~~Sheet:


	March 31, 2024	December 31, 2023
Amount due to AMIC for slag purchases	8	—

In addition, on March 15, 2018 Tronox and AMIC entered into a Technical Services Agreement (the "Original Technical Services Agreement"), which was subsequently amended on May 13, 2020, May 10, 2023 and February 21, 2024 (the "Restated Technical Services Agreement"). Through September 30, ~~2017~~2023 we provided technical advice and ~~December 31, 2016, we had less than $1 million~~project management services, however AMIC and its consultants were still responsible for engineering and construction of ~~related party payables, which~~the Slagger. As compensation for these services, Tronox received certain fees, including a management fee. In the unaudited Condensed Consolidated Statement of Operations and shown in the table below, the management fees per the Original Technical Services Agreement were recorded ~~in “Accounts payable” in our~~within "Other (expense) income, net." From and after October 1, 2023, we no longer receive a management fee and the scope of services we provide is more limited, for which we receive cost reimbursement plus a nominal margin.


	Three Months Ended March 31,
	2024	2023
Management fees	—	2

Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance ~~Sheets.~~

Sheet:

~~19.~~
	March 31, 2024	~~Segment Information~~	December 31, 2023
Management fees and other technical support fees	—		1

On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal.

~~Segment performance~~On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is ~~evaluated~~ based on ~~segment operating income (loss),~~a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately four and five years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the unaudited Condensed Consolidated Balance Sheet.


	March 31, 2024	December 31, 2023
Note payable, due within 1 year	7	7
Note payable, due longer than 1 year from now	16	18
Total outstanding note payable	23	25

Amounts regarding loan repayments for the MGT loan, which ~~represents~~are recorded on the ~~results~~unaudited Condensed Consolidated Statement of ~~segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, interest expense, other income (expense), net and income tax expense or benefit.~~

~~Net~~Operations within “Net sales, ~~and income (loss) from operations by segment were as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net sales (TiO₂)
$ 435 $ 339 $ 1,234 $ 957
TiO₂ segment
$ 75 $ 17 $ 168 $ (12 )
Corporate (24 ) (17 ) (90 ) (45 )
Income (loss) from operations 51 — 78 (57 )
Interest and debt expense, net (47 ) (46 ) (140 ) (138 )
Gain on extinguishment of debt (28 ) — (28 ) 4
Other income (expense), net 12 (10 ) 5 (22 )
Income (loss) from continuing operations before income taxes $ (12 ) $ (56 ) $ (85 ) $ (213 )

” are shown below:

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	Three Months Ended March 31,
	2024	2023
Loan Repayment via MGT delivered to ATTM	2	1

As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM for use in the production of MGT and such transactions are reflected as follows:


	Three Months Ended March 31,
	2024	2023
Purchases of chlorine gas	1	1

These purchases are subsequently recorded within “Cost of goods sold” on the unaudited Condensed Consolidated Statement of Operations. Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet.


	March 31, 2024	December 31, 2023
Amount due related to purchases of chlorine gas	1	1

As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statement of Operations, as shown below:


	Three Months Ended March 31,
	2024	2023
MGT sales made to ATTM as product is delivered	13	11

Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, as shown below:


	March 31, 2024	December 31, 2023
Due from ATTM for MGT deliveries	8	9

~~Item~~ 2.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox ~~Limited’s~~Holdings plc’s unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023. This discussion and other sections in this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as ~~“future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,”~~“future”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “would”, “could”, “can”, “may”, and similar terms.

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, ~~tax,~~taxes, depreciation and amortization (“EBITDA”) and 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~~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 ~~(loss)~~ to EBITDA and Adjusted EBITDA is also provided herein.

Overview

~~We are a global leader~~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 TiO2 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 TiO2 at our nine TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and ~~marketing~~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 TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands ~~and titanium dioxide (“TiO~~₂~~”) pigment.~~

~~TiO~~₂ ~~Segment~~

~~We operate three TiO~~₂ ~~pigment facilities at the following locations: Hamilton, Mississippi; Botlek, the Netherlands; and Kwinana, Western Australia, representing an aggregate annual TiO~~₂ ~~production capacity~~creates meaningful quantities of ~~approximately 465,000 metric tons. TiO~~₂ is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics, and pharmaceuticals. Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO₂ is considered to be a quality of life product, and some research indicates that consumption generally increases as disposable income increases. At present, it is our belief that there is no effective mineral substitute for TiO₂ because no other white pigment has the physical properties for achieving comparable opacity and brightness, or can be incorporated as cost effectively. We also operate three separate mining operations: KwaZulu-Natal Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo located in Western Australia.

~~Our TiO~~₂ ~~business includes the following:~~

~~Exploration, mining, and beneficiation of mineral sands deposits;~~

~~Production of titanium feedstock and its co-products (including chloride slag, slag fines, rutile, synthetic rutile and leucoxene),~~zircon, pig iron and ~~zircon;~~

the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

•

~~Production and marketing of TiO~~₂~~; and~~

~~Electrolytic manganese dioxide manufacturing and marketing, which is primarily focused on advanced battery materials and specialty boron products.~~

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~~Recent Developments~~

~~On February 21, 2017, Tronox Limited, The National Titanium Dioxide Company Ltd.,~~We are a public limited company ~~organized~~listed on the New York Stock Exchange and are registered under the laws of ~~the Kingdom of Saudi Arabia (“Cristal”),~~England and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which we agreed to acquire Cristal’s titanium dioxide business for $1.673 billion in cash, subject to a working capital adjustment at closing (the “Cash Consideration”), plus 37,580,000 Class A ordinary shares (“Class A Shares”), par value $0.01 per share, of Tronox Limited (the “Cristal Transaction”). Following the closing of the Cristal Transaction, the Seller will own approximately 24% of the outstanding ordinary shares (including both Class A and Class B) of Tronox Limited.Wales.

The Transaction Agreement provides that we must pay to Cristal a termination fee of $100 million if all conditions to closing, other than the financing condition, have been satisfied and the Transaction Agreement is terminated because closing of the Cristal Transaction has not occurred by May 21, 2018. As a result of the refinancing (See Note 11 of notes to unaudited condensed consolidated financial statements), we expect to finance the Cristal Transaction with our cash on hand inclusive of restricted cash and liquidity from our asset-based syndicated revolving credit facility. The Cristal Transaction is also conditioned upon the receipt of various regulatory approvals, including antitrust clearance in numerous jurisdictions. On April 13, 2017, the U.S. Federal Trade Commission (“FTC”) issued a Second Request to the Company and Cristal in connection with its filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Tronox has substantially complied with the Second Request. The Cristal Transaction, which has been unanimously approved by our board of directors (the “Board”), is expected to close by the first quarter 2018, subject to regulatory approvals and satisfaction of customary closing conditions.

On September 1, 2017, we completed the previously announced sale of our wholly owned subsidiary Tronox Alkali Corporation (“Alkali”) to Genesis Energy, L.P. for proceeds of approximately $1.325 billion in cash, subject to a customary post-closing working capital adjustment (the “Sale”). In connection with the Sale, we recognized a loss of $233 million, net of tax, during the three and nine months ended September 30, 2017. See Note 2. As a result of the Sale, Alkali’s results of operations have been reported as discontinued operations (see Note 2). We have agreed unconditionally to guarantee the indemnification and performance of the obligations of Tronox U.S. Holdings Inc. (“Tronox Holdings”), a subsidiary of Tronox Limited, under the stock purchase agreement (“Purchase Agreement”). Both Tronox Holdings and Genesis Energy, L.P. have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations. On October 2, 2017, at a special meeting of shareholders of the Company held pursuant to the Transaction Agreement, the Company’s shareholders approved a resolution to issue 37,580,000 Class A Shares to the Seller in connection with the acquisition of Cristal’s TiO₂ ~~business, and the resulting acquisition of interests in such Class A Shares by the Seller and certain other persons and entities, at the closing of such acquisition.~~

In 2012, our Class B ordinary shares (“Class B Shares”) were issued to Exxaro Resources Limited (“Exxaro”) and one of its subsidiaries in consideration for 74% of Exxaro’s South African mineral sands business. Exxaro has agreed not to acquire any voting shares of Tronox Limited if, following such acquisition, Exxaro will have a voting interest in Tronox Limited of 50% or more unless Exxaro brings any proposal to make such an acquisition to the Board on a confidential basis. In the event an agreement regarding the proposal is not reached, Exxaro is permitted to make a takeover offer for all the shares of Tronox Limited not held by affiliates of Exxaro, subject to certain non-waivable conditions. At September 30, 2017 and December 31, 2016, Exxaro held approximately 43% and 44%, respectively, of the voting securities of Tronox Limited. See Note 18 for additional information regarding Exxaro transactions. On March 8, 2017, Exxaro announced its intention to begin pursuing a path to monetize its ownership stake in Tronox over time. On October 10, 2017, Exxaro sold 22,425,000 Class A ordinary shares in an underwritten registered offering (the “Exxaro Share Transaction”). Subsequent to the Exxaro Shares Transaction, Exxaro held approximately 24% of the Company’s voting securities. Presently, Exxaro intends to sell the remainder of its Tronox shares in a staged process over time pursuant to the existing registration statement, subject to market conditions. Exxaro’s sale of Class A ordinary shares does not impact their 26% ownership interest in each of our Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd subsidiaries.

During the fourth quarter of 2016, we implemented various steps of an internal corporate reorganization plan to simplify our corporate structure and thereby improve operational, administrative, and commercial synergies within each of our operating segments (the “Corporate Reorganization”). As a result of the Corporate Reorganization, we reduced our cross jurisdictional financing arrangements, eliminated administrative activities and reversed the deferred tax assets related to intercompany interest deductions. The related withholding tax accrual amounts were also reversed as a result of the Corporate Reorganization. Additionally, we reduced our deferred tax assets related to loss carryforwards which will no longer be available to utilize. In connection with the Corporate Reorganization during the first quarter of 2017, Tronox Limited became managed and controlled in the U.K., with no additional impacts to the consolidated provision for income taxes due to the valuation allowances in various jurisdictions. See Note 3 of notes to our unaudited condensed consolidated financial statements for additional information.

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Business Environment

The following discussion includes trends and factors that may affect future operating results:

First quarter revenue increased 9% compared to the prior year, driven by higher sales volumes of TiO2 andzircon. For the first quarter of 2024 as compared to the first quarter of 2023, TiO2 volumes increased 18% whereas TiO2 average selling prices declined 10% including product mix impact. Zircon volumes increased 43% partially offset by a decline of 21% in average selling prices. Revenue from other products increased 7% from the first quarter of 2023 to the first quarter of 2024 primarily due to increased volumes across various products. Gross profit decreased for the first quarter of 2024 as compared to the first quarter of 2023 due to the unfavorable impact of selling prices, including product mix partially offset by favorable impacts of sales volumes, improved absorption from higher production volumes and foreign currency.

~~Our pigment business benefited from a global industry recovery that began~~Sequentially, revenue increased 13% in the first quarter of ~~2016. To meet healthy demand, we operated our pigment plants at high utilization rates while matching pigment production volumes~~2024 compared to the fourth quarter of 2023 primarily due to higher sales volumes of TiO2 and ~~keeping inventory at or below normal levels. Global pigment~~Zircon. TiO2 volumes increased 18% partially offset by a decrease of 1% in average selling prices, including product mix. Revenue from Zircon increased 54% sequentially driven by an increase of 54% in sales volumes while pricing ~~has rebounded with successive gains in each~~remained flat to the prior quarter. Other product revenues decreased 26% from the fourth quarter ~~since~~of 2023 to the first quarter of ~~2016. We believe pigment inventories,~~2024 mainly due to the opportunistic sales of ilmenite and a portion of a rare earths tailings deposit in South Africa that occurred in the ~~aggregate, are at or below normal levels at both customer~~fourth quarter of 2023, but did not repeat in the first quarter of 2024. Gross profit

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increased from the fourth quarter of 2023 to the first quarter of 2024 primarily due to higher sales volumes partially offset by lower average selling prices of TiO2, Zircon and ~~producer locations globally resulting~~pig iron. Gross profit was also favorably impacted by improved absorption from higher production volumes and the absence of non-repeating charges in ~~a continued tight supply-demand balance. We continue~~the fourth quarter of 2023.

As of March 31, 2024, our total available liquidity was $629 million, including $152 million in cash and cash equivalents and $477 million available under revolving credit agreements. As of March 31, 2024, our total debt was $2.8 billion and net debt to ~~use a significant majority~~trailing-twelve month Adjusted EBITDA was 5.2x with approximately 64% of our ~~high grade titanium feedstock for our pigment production~~interest rates fixed through 2028. The Company has no financial covenants on its term loan or bonds and ~~continued to reduce our titanium slag inventories. In addition,~~only one springing financial covenant on its Cash Flow Revolver, which we do not expect ~~zircon sales volumes in 2017 to exceed those of 2016 as we continue to ramp up production at our Fairbreeze mine to match market demand.~~

~~We continue~~ to be ~~uniquely tax-advantaged by favorable tax loss carry forwards and other favorable tax positions. We believe these tax-advantaged factors create opportunities for~~triggered based on our ~~operations~~current scenario planning. Refer to ~~benefit for years to come. See~~ Note 311 of notes to ~~our unaudited~~ condensed consolidated financial statements for ~~additional information.~~further details.

Condensed Consolidated Results of Operations ~~from Continuing Operations~~

Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 compared to the Three ~~and Nine~~ Months Ended ~~September 30, 2016~~March 31, 2023

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 Variance 2017 2016 Variance
(Millions of U.S. dollars)
Net sales $ 435 $ 339 $ 96 $ 1,234 $ 957 $ 277
Cost of goods sold 329 291 38 971 877 94
Gross profit 106 48 58 263 80 183
Selling, general and administrative expenses (55 ) (47 ) (8 ) (186 ) (135 ) (51 )
Restructuring income (expense) — (1 ) 1 1 (2 ) 3
Income (loss) from continuing operations 51 — 51 78 (57 ) 135
Interest and debt expense, net (47 ) (46 ) (1 ) (140 ) (138 ) (2 )
Gain (loss) on extinguishment of debt (28 ) — (28 ) (28 ) 4 (32 )
Other income (expense), net 12 (10 ) 22 5 (22 ) 27
Income (loss) from continuing operations before income taxes (12 ) (56 ) 44 (85 ) (213 ) 128
Income tax provision (13 ) (6 ) (7 ) (10 ) (25 ) 15
Net income (loss) from continuing operations $ (25 ) $ (62 ) $ 37 $ (95 ) $ (238 ) $ 143


	Three Months Ended March 31,
	2024			2023			Variance
Net sales	$	774		$	708		$	66
Cost of goods sold	654			575			79
Gross profit	120			133			(13)
Gross Margin	15.5		%	18.8		%	(3.3) pts

Selling, general and administrative expenses	79			71			8

Income from operations	41			62			(21)
Interest expense	(42)			(33)			(9)
Interest income	4			3			1

Other (expense) income, net	(1)			2			(3)
Income before income taxes	2			34			(32)
Income tax provision	(11)			(9)			(2)
Net (loss) income	$	(9)		$	25		$	(34)

Effective tax rate	550		%	26		%

EBITDA (1)	$	112		$	135		$	(23)
Adjusted EBITDA (1)	$	131		$	146		$	(15)
Net (loss) income as a % of Net Sales	(1.2)		%	3.5		%	(4.7) pts
Adjusted EBITDA as % of Net Sales	16.9		%	20.6		%	(3.7) pts

_______________

(1)EBITDA and Adjusted EBITDA are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net (loss) income.

Net sales of $774 million for the three months ended ~~September 30, 2017~~March 31, 2024 increased by ~~28%~~9%, compared to $708 million for the same period in ~~2016~~2023. The increase is primarily due to higher ~~selling prices for Pigment~~sales volumes of ~~$53 million, Zircon~~TiO2 and Zircon.

Table of $8 million and Pig Iron of $4 million. Higher volume and product mix for CP Slag of $12 million, Zircon of $4 million, Pig Iron of $8 million and Ilmenite of $2 million also contributed to the increase in net sales. There was also a favorable change in foreign currency translation of $5 million resulting from Pigment Sales. Volumes and product mix for Pigment were relatively flat.Contents

Net sales ~~for the nine months ended September 30, 2017 increased~~ by ~~29% compared to the same period in 2016 primarily due to the impact~~type of ~~higher selling prices for Pigment of $142 million, Zircon of $7 million, Pig Iron of $11 million, Natural Rutile of $1 million and Ilmenite of $3 million. Higher volume and~~ product mix for Pigment of $35 million, CP Slag of $34 million, Zircon of $24 million, Pig Iron of $6 million, Natural Rutile of $2 million and Ilmenite of $9 million also contributed to the increase in net sales for the nine months ended September 30, 2017. The impact from foreign currency translation versus the same period in 2016 was insignificant.

~~Our gross profit margin~~ for the three months ended ~~September 30, 2017~~March 31, 2024 and 2023 were as follows:


	Three Months Ended March 31,
	2024		2023		Variance		Percentage
TiO2	$	605	$	560	$	45	8	%
Zircon	88		72		16		22	%
Other products	81		76		5		7	%
Total net sales	$	774	$	708	$	66	9	%

For the three months ended March 31, 2024, TiO2 revenue was ~~24%~~higher by 8% or $45 million compared to the prior year quarter primarily due to an increase of $102 million in sales volumes partially offset by a decrease of $59 million in average selling prices, including product mix. Foreign currency positively impacted TiO2 revenue by $2 million primarily due to the strengthening of the Euro. Zircon revenue increased $16 million primarily due to a 43% increase in sales volumes partially offset by a 21% decrease in average selling prices. Other products revenues increased $5 million from the year-ago quarter primarily due to increased volumes across various products.

Gross profit of $120 million was 15.5% of net sales compared to ~~14% for~~18.8% of net sales in the ~~same period~~year-ago quarter. The decrease in ~~2016. The increase~~gross margin is primarily due to:

•the unfavorable impact of ~~$58 million was~~9 points primarily due to ~~higher~~a decrease in TiO2 and Zircon selling prices, ~~of $68 million, higher volumes and~~including product mix, ~~of $3 million,~~partially offset by

•the favorable impact of ~~higher production costs of $6 million and unfavorable~~2 points due to changes in foreign ~~currency translation~~exchange rates, primarily as a result of ~~$7 million primarily from~~ the South African Rand and Australian ~~Dollar.~~dollar,

~~Table~~•the favorable impact of ~~Contents~~

~~Our gross profit margin for the nine months ended September 30, 2017 was 21% of net sales compared to 8% of net sales during 2016. The increase of $183 million was primarily~~2 points due to ~~higher selling prices of $169 million, higher volumes~~zircon volume growth substantially exceeding TiO2 volume growth during the comparable period, and ~~product mix of $30 million,~~

•the favorable impact of ~~lower~~1 point due to improved absorption from higher production ~~costs of $24 million due primarily to the benefits of vertical integration, offset by unfavorable changes in foreign currency translation of $40 million primarily from the Rand and Australian dollar.~~volumes.

Selling, general and administrative expenses increased by ~~17%~~$8 million or 11% during the three months ended ~~September 30, 2017~~March 31, 2024 compared to the same period of the ~~previous year. Included in SG&A are $24 million and $17 million of corporate expenses for the three months ended September 30, 2017 and 2016, respectively. The $7~~prior year primarily driven by a $6 million increase in ~~corporate expenses compared to the same period in 2016~~employee costs. The remaining net increase was ~~mainly due to higher professional fees of $13 million related to the Cristal Transaction offset~~driven by $5 million of Alkali transactional expenses that were reclassified to discontinued operations. Also contributing to the charge were higher other general and administrative costs of $2 million, and a reduction of employee stock-based and other compensation costs of $3 million. SG&A costs associated with our TiO₂ ~~activities increased $1 million from the prior year period due primarily to unfavorable changes in foreign currency translation of $1 million.~~individually immaterial amounts.

Selling, general and administrative expenses increased by 38% during the nine months ended September 30, 2017 compared to the same period of the previous year. Included in SG&A are $91 million and $45 million of corporate expenses for the nine months ended September 30, 2017 and 2016, respectively. The $45 million increase in corporate expenses was due to higher professional fees of $33 million related to the Cristal Transaction, higher employee stock-based and other compensation costs of $10 million and higher other general and administrative costs of $3 million. Restructuring costs decreased by $1 million during the period. SG&A costs associated with our TiO₂ ~~activities increased $5 million from the prior year period due primarily to higher employee stock-based and other compensation costs and unfavorable changes in foreign currency translation.~~

Income from operations for the three months ended ~~September 30, 2017~~March 31, 2024 was ~~$51~~$41 million ~~$75~~compared to $62 million ~~from our~~in the prior year period. The decrease of $21 million was primarily due to the lower selling prices of TiO2 ~~activities offset by $24 million~~ and Zircon as well as higher SG&A expenses as discussed above.

Adjusted EBITDA as a percentage of ~~corporate expenses. Income from operations~~net sales was 16.9% for the three ~~month period~~months ended ~~September 30, 2016 was $0, $17 million~~March 31, 2024 as compared to 20.6% from ~~our TiO2 activities offset by $17 million~~the prior year primarily due to the lower gross margin as a result of ~~corporate expenses. Income from our TiO2 activities~~lower selling prices as discussed above.

Interest expense for the three months ended March 31, 2024 increased by ~~$58~~$9 million compared to the same period ~~in 2016~~of 2023 primarily due to anthe increase in ~~gross profit of $58 million offset by a $1 million increase in selling, general~~the effective interest rates on our long-term debt facilities and administrative expenses and a $1 million decrease in restructuring costs. Corporate general and administrative expenses for the three months ended September 30, 2017 increased for the reasons noted above in the discussion of the SG&A expenses.

~~Income from operations for the nine months ended September 30, 2017 was $78 million, $168 million from our TiO~~₂ ~~activities offset by $90 million of corporate expenses, $91 million of SG&A and a $1 million reversal of restructuring expense. Loss from operations for the nine month~~higher average outstanding debt balances period ended September 30, 2016 was $57 million, a $12 million loss from our TiO2 activities and $45 million of corporate expenses. Income from our TiO2 activities increased by $180 million compared to the same period in 2016 primarily due to an increase in gross profit of $183 million offset by a $5 million increase in selling, general and administrative expenses and a $2 million decrease in restructuring costs. Corporate general and administrative expenses for the nine months ended September 30, 2017 increased for the reasons noted above in the discussion of the SG&A expenses.

Interest and debt expense, net for the three and nine months ended September 30, 2017 was consistent with the same period of 2016. See Note 11 of notes to unaudited condensed consolidated financial statements.

~~Gain (loss) on debt extinguishment - See Note 11 of notes to unaudited condensed consolidated financial statements.~~

over period.

Other (expense) income, ~~(expense),~~ net for the three months ended ~~September 30, 2017~~March 31, 2024 primarily consisted of aapproximately $3 million of fees associated with the utilization of the Securitization Facility partially offset by $2 million of net realized and unrealized foreign currency ~~gain~~gains. The remaining amount was driven by other individually immaterial amounts.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of ~~$9 million~~current tax payments. Additionally, we have valuation allowances against other specific tax assets.

The effective tax rate was 550% and ~~interest income of $3 million. Other income (expense), net~~26% for the three months ended ~~September 30, 2016 primarily consisted of a net realized~~March 31, 2024 and ~~unrealized foreign currency loss of $15 million, offset by a gain on sale of inventory produced during the commissioning phase of our Fairbreeze mine of $3 million and interest income of $1 million.~~

Other income (expense), net for the nine months ended September 30, 2017 primarily consisted of interest income of $5 million. Other income (expense), net during the nine months ended September 30, 2016 primarily consisted of a net realized and unrealized foreign currency loss of $28 million, partially offset by a gain on sale of inventory produced during the commissioning phase of our Fairbreeze mine of $3 million and interest income of $2 million.

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During the three months ended September 30, 2017 we sold the Alkali segment of our operations. The Alkali results are now shown as discontinued operations and are not included in the tabular results above.2023, respectively. The effective tax ~~rate~~rates for the three months ended ~~September 30, 2017 differs from both~~March 31, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.

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Other Comprehensive Loss

Other comprehensive loss was $32 million in the three months ended ~~September 30, 2016, and~~March 31, 2024 as compared to other comprehensive loss of $15 million in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023. The change is primarily due to the ~~discrete results~~unfavorable foreign currency translation adjustments of ~~reporting the effects of this sale.~~

~~The effective tax rate for~~$41 million in the three ~~and nine~~ months ended ~~September 30, 2017 differs from~~March 31, 2024 as compared to unfavorable foreign currency translation adjustments of $13 million in the ~~U.K. statutory rate~~prior year period. In addition, we recognized a net gain on derivative instruments of ~~19% primarily due to valuation allowances and income~~$9 million in ~~foreign jurisdictions taxed at rates different than 19%. The effective tax rate for~~ the three ~~and nine~~ months ended ~~September 30, 2016 differs from~~March 31, 2024 as compared to a net loss on derivative instruments of $3 million in the Australian statutory rate of 30% primarily due to valuation allowances, income in foreign jurisdictions taxed at rates lower than 30%, and withholding tax accruals on interest income. The income tax provision for the three and nine months ended September 30, 2017 differs from the income tax provision for the three and nine months ended September 30, 2016 due to withholding tax accruals on interest income which we made during 2016.prior year period.

Liquidity and Capital Resources

The following table presents our liquidity as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016:~~2023:

September 30,
2017

December 31,
2016

Cash and cash equivalents $ 1,058 $ 248
Available under the Wells Fargo Revolver 238 —
Available under the UBS Revolver — 190
Available under the ABSA Revolver — 95
Total $ 1,296 $ 533


	March 31, 2024		December 31, 2023
	(Millions of U.S. dollars)
Cash and cash equivalents	$	152	$	273
Available under the Cash Flow Revolver	335		343
Available under the Standard Credit Facility	53		55
Available under the Emirates Revolver	63		64
Available under the SABB Facility	20		20
Available under the Bank Itau Facility	$	6	$	6
Total	$	629	$	761

Historically, we have funded our operations and met our commitments through cash generated by ~~operations. During 2012, 2015~~operations, issuance of unsecured notes, bank financings and ~~2017,~~borrowings under lines of credit. In the next twelve months, we ~~issued a $900 million aggregate principal, 6.375% senior notes due 2020 at par value (the “Senior Notes due 2020”) which was redeemed during~~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 third quarter of 2017, a $600 million aggregate principal amount, 7.50% senior notes due 2022 (the “Senior Notes due 2022”) and a 5.75% senior notes due 2025 for an aggregate principal amount of $450 million (the “Senior Notes due 2025”), respectively. Additionally, during 2013 and 2017 we obtained a $1.5 billion senior secured term loan (the “ Prior Term Loan”) which was repaid during the third quarter of 2017 and a $2.2 billion new senior secured first lien term loan facility (the “New Term Loan Facility”), respectively. Seeability to borrow under our short-term credit facilities (see Note 11 of notes to ~~unaudited condensed~~ consolidated financial ~~statements. In connection with~~statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions, inflationary pressures, political instability including the ~~Cristal Transaction,~~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 ~~refinanced~~may need to reduce our capital spend, cut back on operating costs and ~~increased~~other items within our ~~credit facilities lowering our cost of debt~~control to maintain adequate liquidity.

Working capital (calculated as current assets less current liabilities) was $1.5 billion at March 31, 2024 and extended the portfolio’s weighted average years to maturity. Additionally, we improved our mix of secured and unsecured debt and achieved more favorable covenants. See Note 11 of notes to unaudited condensed consolidated financial statements.

$1.4 billion at December 31, 2023.

As of ~~and for the nine months ended September 30, 2017,~~March 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately ~~23%~~17% of our total consolidated liabilities and approximately 40% of our total consolidated ~~assets,~~assets. For the three months ended March 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately ~~19%~~45% of our total consolidated net ~~sales and approximately 38%~~sales. For the three months ended March 31, 2024, the non-guarantor subsidiaries of our ~~Consolidated~~Senior Notes due 2029 represented approximately 44% of our consolidated EBITDA (as such term is defined in the ~~2025~~2029 Indenture). In addition, as of ~~September 30, 2017,~~March 31, 2024, our non-guarantor subsidiaries had ~~$881~~$699 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the ~~2025~~2029 Notes. See Note 11 of notes to unaudited condensed consolidated financial statements.

At ~~September 30, 2017,~~March 31, 2024, we had outstanding letters of credit and bank guarantees ~~and performance bonds, see~~of $102 million. See Note 1315 of notes to unaudited condensed consolidated financial statements.

In the next twelve months, we expect that our operations and available borrowings under our revolving credit agreements will provide sufficient cash to fund our operating expenses, capital expenditures, interest payments, debt repayments, and dividends. Working capital (calculated as current assets of continuing operations less current liabilities of continuing operations) was $2.2 billion at September 30, 2017 compared to $614 million at December 31, 2016, an increase of $1.6 billion, which is primarily due to the sale of the Alkali business, the debt refinancing and cash provided by continuing operations of $94 million, partially offset by dividends paid of $17 million and capital expenditures of $63 million.

Principal factors that could affect the availability of our internally-generated funds include (i) the deterioration of our revenues; (ii) an increase in our expenses; or (iii) changes in our working capital requirements. See Note 1 to notes to condensed consolidated financial statements.

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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; orand (vi) volatility in public debt and equity markets.

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~~As of September 30, 2017,~~During the three months ended March 31, 2024, our credit rating with Moody’s ~~and~~remained unchanged at Ba3 stable outlook. Our Standard & ~~Poor’s was B1~~Poor's rating and outlook remained the same at B positive and stable, ~~outlook and B stable outlook,~~ respectively. ~~On August 24, 2017, Standard & Poor’s upgraded our outlook~~See Note 11 of notes to B stable outlook from B negative outlook. On September 7, 2017, Moody’s upgraded our corporate credit rating to B1 stable outlook from B2 negative outlook. At September 30, 2017, we have sufficient borrowings available and have no significant principal payments on debt due until 2022.

unaudited condensed consolidated financial statements.

Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. As of ~~September 30, 2017,~~March 31, 2024, our cash and cash equivalents were ~~primarily~~ invested in money market ~~funds.~~funds and we also receive earnings credits for some balances left in our bank operating accounts. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are ~~generally~~ highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments.

Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as newTRON and various mine development projects, continued reductions in our debt, continued dividends and share repurchases.

Repatriation of Cash

At ~~September 30, 2017,~~March 31, 2024, we held ~~$1.7 billion~~$152 million in cash and cash equivalents ~~and restricted cash~~ in these respective jurisdictions: ~~$31~~$19 million in Europe, ~~$75~~$35 million in the United States, $32 million in Australia, ~~$145~~$22 million in Brazil, $18 million in South Africa, $10 million in Saudi Arabia, $15 million in China and ~~$1.5 billion~~$1 million in ~~the U.S.~~India. Our credit facilities limit transfers of funds from subsidiaries in the ~~U.S.~~United States to certain foreign subsidiaries.

At March 31, 2024, Tronox ~~Limited has~~Holdings plc had foreign subsidiaries with ~~positive~~ undistributed earnings. Although we would not be subject to income tax on these earnings, ~~at September 30, 2017. We~~we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for ~~deferred taxes~~tax related to these undistributed earnings. In 2022, the Company removed its assertion that earnings ~~because they~~in China are ~~considered to be~~ indefinitely reinvested, and since then, the withholding tax accruals for potential repatriations from that jurisdiction are reflected in the ~~foreign jurisdictions.~~effective tax rate.

~~Cash Dividends on Class A and Class B Shares~~

Stock Repurchases

On ~~November 8, 2017,~~February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board ~~declared a quarterly dividend~~ of ~~$0.045 per share~~Directors authorized the repurchase of up to ~~holders~~$300 million of ~~our Class A Shares and Class B Shares at~~ the ~~close~~Company's stock through February 21, 2027. During the three months ended March 31, 2024, we made no repurchases of business on November 20, 2017, totaling $5 million, which will be paid on December 1, 2017. See Note 14 of notes to unaudited condensed consolidated financial statements for declared and paid quarterly dividends by quarter.

the Company's stock.

Debt Obligations

At ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.8 billion, respectively. At March 31, 2024 and December 31, 2023, our net debt (the excess of our debt over cash and cash ~~equivalents~~equivalents) was ~~$2.1~~$2.7 billion and ~~$2.8 billion, respectively.~~

We did not have an outstanding balance on our short-term debt at September 30, 2017 and had $150 million of such debt at December 31, 2016. At September 30, 2017 and December 31, 2016, our long-term debt, net of an unamortized discount was $3.2 billion and $2.9$2.6 billion, respectively. See Note 11 of notes to unaudited condensed consolidated financial ~~statements for specific debt information.~~statements.

On May 1, 2024, Tronox Finance LLC (the “Borrower”), Tronox Holdings plc (the “Company”), certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement (the "2024 Amendment"). The 2024 Amendment provides the Borrower with a new five -year incremental term loan facility ("the 2024 Term Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The proceeds of the 2024 Term Loan Facility were used to repay in full the Company's outstanding 2022 Term Loan and 2023 Term Loan.

Off-Balance Sheet Arrangements

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On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution, through our wholly owned special purpose bankruptcy-remote subsidiary, Tronox Securitization LLC (“SPE”). The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million.

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

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

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million. The Fourth Amendment did not impact the three months ended March 31, 2024.

See “Note 5 – Accounts Receivable Securitization Program” in notes to unaudited condensed consolidated financial statements for further details regarding this off-balance sheet program.

Cash Flows

The following table presents cash flow for the periods indicated:


	Three Months Ended March 31,
	2024		2023
	(Millions of U.S. dollars)
Cash used in operating activities	$	(29)	$	(79)
Cash used in investing activities	(76)		(91)
Cash (used in) provided by financing activities	(12)		120
Effects of exchange rate changes on cash and cash equivalents and restricted cash	(2)		1
Net decrease in cash and cash equivalents and restricted cash	$	(119)	$	(49)

Nine Months Ended September 30,
2017 2016
(Millions of U.S. dollars)
Net cash provided by operating activities $ 94 $ 13
Net cash provided by (used in) investing activities 612 (58 )
Net cash provided by (used in) financing activities 20 (68 )
Net cash provided by discontinued operations 82 83
Effect of exchange rate changes on cash 2 3
Net increase (decrease) in cash and cash equivalents $ 810 $ (27 )

Cash Flows ~~provided by~~used in Operating Activities —~~Net~~ Cash used in operating activities of $29 million is primarily driven by $98 million of net loss adjusted for non-cash items offset by a net cash ~~provided by~~outflow of $127 million related to changes in assets and liabilities. The following table provides our net cash used in operating activities for the ~~nine~~three months ended ~~September 30, 2017 increased~~March 31, 2024 and 2023:


	Three Months Ended March 31,
	2024		2023
	(Millions of U.S. dollars)
Net (loss) income	$	(9)	$	25
Adjustments for non-cash items	107		94
Income related cash generation	98		119
Net change in assets and liabilities	(127)		(198)
Cash used in operating activities	$	(29)	$	(79)

Net cash used in operating activities decreased by ~~$81~~$50 million ~~compared~~year-over-year from $79 million in the prior year to $29 million during the ~~same period in 2016~~current year. This decrease was generated primarily due to higher use of cash ~~earnings.~~for working capital in the current year primarily driven by an increase in accounts receivable of $94 million and a decrease in accounts payable and accrued liabilities of $49 million. These were partially offset by decreases in inventories and prepaid and other assets of $11 million and $16 million, respectively.

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Cash Flows ~~provided by (used in)~~used in Investing Activities —Net ~~cash provided by investing activities for the nine months ended September 30, 2017 was $612 million compared to~~ cash used in investing activities ~~of $58~~for the three months ended March 31, 2024 was $76 million as compared to $91 million for the same period in ~~2016. The increase was~~2023 primarily due to lower capital expenditures of $76 million during the ~~proceeds of $1.325 billion received from the Sale, partially offset by the $650~~current year as compared to $93 million ~~Blocked Term Loan under the New Term Loan Facility which is included in “Restricted cash”~~ in the ~~Condensed Consolidated Balance Sheets at September 30, 2017. Capital expenditures were $4 million higher compared to~~prior year as the ~~same period in 2016.~~development of the Atlas Campaspe mine was completed during 2023.

Cash Flows (used in) provided by ~~(used in)~~ Financing Activities —Net cash used in financing activities during the three months ended March 31, 2024 was $12 million as compared to cash provided by financing activities of ~~$20~~$120 million ~~during~~for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023. The three months ended March 31, 2024 was primarily ~~attributable to the proceeds from~~comprised of total repayments of $11 million of long-term debt and short-term debt. The three months ended March 31, 2023 was primarily comprised of ~~$2.6 billion, partially~~total draw downs offset by repayments of ~~short term and long term~~$126 million on several of our short-term debt of $2.5 billion, debt issuance costs of $36 million and a call premium payment of $14 million. The nine months ended September 30, 2017 also included dividends paid of $17 million and $11 million of restricted stock and performance-based shares settled in cash for taxes. Net cash used in financing activities of $68 million during the nine months ended September 30, 2016 was primarily attributable to dividends paid of $40 million and principal repayments on long-term debt of $27 million.facilities.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of ~~September 30, 2017:~~March 31, 2024:


	Contractual Obligation Payments Due by Year (3)(4)
	Total		Less than 1 year	1-3 years	3-5 years	More than 5 years
	(Millions of U.S. dollars)
Long-term debt, net and lease financing (including interest) (1)	$	3,719	227	475	2,620	397
Purchase obligations (2)	2,485		322	328	444	1,391
Operating leases	227		32	43	32	120
Asset retirement obligations and environmental liabilities(5)	455		24	56	52	323
Total	$	6,886	605	902	3,148	2,231

Contractual Obligation
Payments Due by Year ⁽³⁾⁽⁴⁾

Total
Less than
1 year

1-3
years

3-5
years

More than
5 years

(Millions of U.S. dollars)
Long-term debt, net and lease financing (including interest) ⁽¹⁾
$ 4,262 $ 178 $ 373 $ 931 $ 2,780
Purchase obligations ⁽²⁾
399 134 109 55 101
Operating leases 44 19 12 6 7
Asset retirement obligations 82 4 5 5 68
Total $ 4,787 $ 335 $ 499 $ 997 $ 2,956

__________________

⁽¹⁾	~~We calculated the New Term Loan Facility interest at a base rate of 1.3% plus a margin of 3.0%. See Note 11 of notes to unaudited condensed consolidated financial statements.~~

(1)We calculated the Term Loan Facility interest at a LIBOR plus a margin of 2.50%, the 2022 Term Loan Facility at a SOFR plus a margin of 3.25% and the 2023 Term Loan Facility at a SOFR plus a margin of 3.50%. See Note 11 of notes to our unaudited condensed consolidated financial statements.

(2)Includes obligations for purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2024. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. We believe that all of our purchase obligations will be utilized in our normal operations.

⁽²⁾

Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2017. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. We believe that all of our purchase obligations will be utilized in our normal operations.

(3)The table excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments.

(4)The table excludes commitments pertaining to our pension and other postretirement obligations.

⁽³⁾	~~The table above excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments.~~

(5)Asset retirement obligations and environmental liabilities are shown at the undiscounted and uninflated values.

⁽⁴⁾	~~The table above excludes commitments pertaining to our pension and other postretirement obligations.~~

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Non-U.S. GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net (loss) income excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. We define Adjusted net (loss) income attributable to Tronox as net (loss) income attributable to Tronox excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-

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related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net income per share attributable to Tronox as Diluted net (loss) income per share excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.

Management believes that EBITDA, isAdjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net (loss) income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these ~~non-U.S~~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. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net (loss) income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA differently than we do, EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies.

Management believes these non-U.S. GAAP financial measures:

~~Reflect~~•reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;

~~Provide~~•provide useful information in understanding and evaluating our operating results and comparing financial results across periods;

and

~~Provide~~•provide a normalized view of our operating performance by excluding items that are either noncash or infrequently ~~occurring, or non-recurring in nature;~~

occurring.

~~Assist investors in assessing our compliance under our debt instruments; and~~

~~Adjusted EBITDA is one of~~These non-U.S. GAAP measures are the primary measures management uses for planning and budgeting processes, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management’s performance when determining incentive compensation.

The following table reconciles net ~~loss~~(loss) income to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods ~~presented:~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017 2016 2017 2016

(Millions of U.S. dollars)

Net income (loss), (U.S GAAP), $ (241 ) $ (39 ) $ (274 ) $ (183 )
Income (loss) from discontinued operations, net of tax (see Note 2), (U.S GAAP), (216 ) 23 (179 ) 55
Net income (loss) from continuing operations, (U.S GAAP), (25 ) (62 ) (95 ) (238 )
Interest and debt expense, net 47 46 140 138
Interest income (3 ) — (5 ) (2 )
Income tax provision 13 6 10 25
Depreciation, depletion and amortization expense 45 45 136 131
EBITDA (non-U.S. GAAP) 77 35 186 54
Share based compensation ^(a)
5 8 26 18
Transaction costs ^(b)
13 — 33 —
Restructuring (income) expense ^(c)
— 1 (1 ) 2
(Gain) loss on extinguishment of debt ^(d)
28 — 28 (4 )
Foreign currency remeasurement ^(e)
(5 ) 14 1 32
Other items ^(f)
5 — 12 4
Adjusted EBITDA (non-U.S. GAAP) ^(g)
$ 123 $ 58 $ 285 $ 106

^(a)	~~Represents non-cash share-based compensation. See Note 16 of notes to unaudited condensed consolidated financial statements.~~

^(b)	Represents transaction costs associated with the Cristal Transaction which were recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations.

^(c)	Represents severance and other costs associated with the shutdown of our sodium chlorate plant, and other global restructuring efforts which was recorded in “Restructuring income (expense)” in the unaudited Condensed Consolidated Statements of Operations.

presented and Net Debt to Trailing Twelve Months Adjusted EBITDA as of March 31, 2024 and December 31, 2023:

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	Three Months Ended March 31,
	2024			2023
	(Millions of U.S. dollars)
Net (loss) income (U.S. GAAP)	$	(9)		$	25
Interest expense	42			33
Interest income	(4)			(3)
Income tax provision (benefit)	11			9
Depreciation, depletion and amortization expense	72			71
EBITDA (non-U.S. GAAP)	112			135
Share-based compensation (a)	6			6
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (b)	7			2
Accounts receivable securitization program (c)	3			2
Foreign currency remeasurement (d)	(2)			(1)
Other items (e)	5			2
Adjusted EBITDA (non-U.S. GAAP)	$	131		$	146

	Three Months Ended March 31,
	2024			2023
Net sales	$	774		$	708
Net (loss) income (U.S. GAAP)	$	(9)		$	25
Net (loss) income (U.S. GAAP) as a % of Net sales	(1.2)		%	3.5		%
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales	16.9		%	20.6		%

	March 31, 2024			December 31, 2023
Long-term debt, net	$	2,780		$	2,786
Short-term debt	4			11
Long-term debt due within one year	27			27
(Less) Cash and cash equivalents	(152)			(273)
Net debt	$	2,659		$	2,551
Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)	$	509		$	524
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)	5.2x			4.9x

(a) Represents non-cash share-based compensation. See Note 17 of notes to unaudited condensed consolidated financial statements.
(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) 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.

^(d)

Represents a $28 million loss which includes a $22 million loss associated with the redemption of the outstanding balance of the Senior Notes due 2020, $1 million of unamortized original debt issuance costs from the repayment of the UBS Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. During 2016, the $4 million gain was associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes due 2022. These amounts were recorded in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations.

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^(e)	~~Represents foreign currency remeasurement which is included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.~~

^(f)	Includes noncash pension and postretirement costs, severance expense, accretion expense, insurance settlement gain and other items included in “Selling general and administrative expenses” and “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations.

^(g)	~~No income tax impact given full valuation allowance except for South Africa related restructuring costs. See Note 3 to unaudited condensed consolidated financial statements.~~

The following table reconciles trailing twelve month net (loss) income to EBITDA and Adjusted EBITDA as of March 31, 2024:


	Three Months Ended								Trailing Twelve Month Adjusted EBITDA
	June 30, 2023		September 30, 2023		December 31, 2023		March 31, 2024

Net (loss) income (U.S. GAAP)	$	(269)	$	(14)	$	(56)	$	(9)	$	(348)
Interest expense	38		42		45		42		167
Interest income	(3)		(4)		(8)		(4)		(19)
Income tax provision	322		8		24		11		365
Depreciation, depletion and amortization expense	68		67		69		72		276
EBITDA (non-U.S. GAAP)	156		99		74		112		441
Share-based compensation (a)	5		4		6		6		21
Foreign currency remeasurement (b)	(5)		(1)		1		(2)		(7)
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)	6		6		8		7		27
Accounts receivable securitization program (d)	3		4		3		3		13
Other items (e)	3		4		2		5		14
Adjusted EBITDA (non-U.S. GAAP)	$	168	$	116	$	94	$	131	$	509

(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) 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.

The following table reconciles Net (loss) ~~from continuing operations, our comparable measure for segment reporting under U.S. GAAP,~~income attributable to Tronox to Adjusted ~~EBITDA by segment~~net (loss) income attributable to Tronox for the periods presented:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017 2016 2017 2016
TiO₂ segment
$ 75 $ 17 $ 168 $ (12 )
Corporate (24 ) (17 ) (90 ) (45 )
Income (loss) from continuing operations (U.S. GAAP) 51 — 78 (57 )
TiO₂ segment
44 44 132 127
Corporate 1 1 4 4
Depreciation, depletion and amortization expense 45 45 136 131
TiO₂ segment
17 15 44 41
Corporate 10 (2 ) 27 (9 )
Other 27 13 71 32
TiO₂ segment
136 76 344 156
Corporate (13 ) (18 ) (59 ) (50 )
Adjusted EBITDA (non-U.S. GAAP) $ 123 $ 58 $ 285 $ 106

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	Three Months Ended March 31,
	2024		2023
	(Millions of U.S. dollars)
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP)	$	(9)	$	23
Other (a)	2		1
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP) (1)	$	(7)	$	24

Diluted (loss) net income per share (U.S. GAAP)	$	(0.06)	$	0.15

Other, per share	0.01		—
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2)	$	(0.05)	$	0.15

Weighted average shares outstanding, diluted (in thousands)	157,331		156,641

(a) Represents other activity not representative of the ongoing operations of the Company.

(1) Only 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 (loss) income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net (loss) income attributable to Tronox Holdings plc and share information.

Recent Accounting Pronouncements

See Note 1 of notes to unaudited condensed consolidated financial statements for recently issued accounting pronouncements.

Environmental Matters

We are subject to a broad array of international, federal, state, and local laws and regulations relating to safety, pollution, protection of the environment, and the generation, storage, handling, transportation, treatment, disposal, and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring, and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health, and safety laws, including costs to acquire, maintain, and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We believe we are in compliance with applicable environmental rules and regulations in all material respects.

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~~Item 3.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market, credit, operational, and liquidity risks in the normal course of business, which are discussed below. We manage these risks through normal operating and financing activities and, when appropriate, ~~through the use of~~with derivative instruments. We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative ~~transactions~~instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices orand exchange rates.

Market Risk

A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle. Our TiO2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share commodity price risk, enter into fixed purchase commitments to eliminate volatility in commodity purchases, as well as using varying contract term lengths and selling to a diverse mix of customers by geography and industry to reap the benefits of a diverse portfolio.

Credit Risk

Credit risk is the risk that a borrower or a counterparty will fail to meet their obligations. A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of our products to customers. In the case of TiO2, the high level of industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We have significant exposure to credit risk in industries that are affected by cyclical economic fluctuations. We perform ongoing credit evaluations of our customers ~~and use credit risk insurance policies~~ from time to time, as deemed appropriate, to mitigate credit risk but generally do not require collateral. Our contracts typically enable us to tighten credit terms if we perceive additional credit ~~risk and~~risk; however, historic losses due to write offs of bad debt have been ~~relatively low.~~insignificant. In addition, due to our international operations, ~~in our TiO~~₂~~segment,~~ we are subject to potential trade restrictions and sovereign risk in certain countries in which we ~~operate in.~~operate. We maintain allowances for potential credit losses based on specific customer review and current financial conditions.

During both the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, our ten largest third-party customers represented ~~approximately 35% and 25%, respectively,~~37% of our consolidated net sales. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016, our ten largest third-party customers represented approximately 36% and 23%, respectively,~~2023, no single customer accounted for 10% of our consolidated net sales.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will impact our financial results. We are exposed to interest rate risk on our floating rate debt, the ~~New~~Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, Standard Bank Term Loan Facility, and ~~Wells Fargo~~Cash Flow Revolver, ~~balance.~~Standard Bank Revolver, Emirates Revolver and SABB Credit Facility balances. Using a sensitivity analysis as of ~~September 30, 2017,~~March 31, 2024, a hypothetical 1% increase in interest rates would result in a net ~~increase~~decrease to pre-tax ~~loss~~income of approximately $4$7 million on an annualized basis. This is due to the fact that earnings on our floating rate financial assets of ~~$1.7 billion~~$47 million at ~~September 30, 2017 and~~March 31, 2024 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt ~~our New Term Loan Facility~~of approximately $776 million.

Table of Contents

Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company's objectives in using the interest rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements. Refer to Note 12 of notes to unaudited condensed consolidated financial statements for further details.

Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact our balance sheets due to the ~~value~~translation of our assets and liabilities denominated in foreign currencies, as well as our earnings due to the translation of ~~our balance sheets and remeasurement~~certain of our subsidiaries’ statements of ~~operations~~income from local currencies to U.S. ~~dollars.~~dollars, as well as due to remeasurement of assets and liabilities denominated in currencies other than a subsidiary’s functional currency. We manufacture and market our products in a number of countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates, particularly in Australia, Brazil, China, South Africa, the Netherlands and the ~~Netherlands.~~United Kingdom. The exposure is ~~more~~most prevalent in South Africa and Australia as the majority of revenues are earned in U.S. dollars while expenses are primarily incurred in local currencies. Since we are exposed to movements in the South African Rand, ~~and~~ the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At March 31, 2024, there was (i) 971 million South African Rand (or approximately $51 million at March 31, 2024 exchange rate), (ii) 138 million Australian dollars (or approximately $90 million at the March 31, 2024 exchange rate), (iii) 48 million Pound Sterling (or approximately $61 million at the March 31, 2024 exchange rate), (iv) 7 million Euro (or approximately $8 million at the March 31, 2024 exchange rate), and (v) 88 million Saudi Riyal (or approximately $23 million at the March 31, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2023, there was (i) 837 million South African Rand (or approximately $44 million at the March 31, 2024 exchange rate), (ii) 153 million Australian dollars (or approximately $100 million at the March 31, 2024 exchange rate), (iii) 45 million Pound Sterling (or approximately $57 million at the March 31, 2024 exchange rate), (iv) 45 million Euro (or approximately $49 million at the March 31, 2024 exchange rate) and (v) 67 million Saudi Riyal (or approximately $18 million at the March 31, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts.

Table of Contents

Other than as discussed above, during the quarter ended ~~September 30, 2017~~March 31, 2024, there were no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

~~Item 1.~~

Item 1. Legal Proceedings

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements, Note 15 - Commitments and Contingencies” of this Form 10-Q.

~~From time~~SEC regulations require us to ~~time,~~disclose certain information about administrative or judicial proceedings to which a governmental authority is party arising under federal, state or local environmental provisions if we may be party to a number of legal and administrative proceedings involving environmental and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on us. Thesereasonably believe that such proceedings may ~~be associated with facilities currently~~result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $1 million or ~~previously owned, operated or used by us and/or our predecessors, some~~more for purposes of ~~which may include claims for personal injuries, property damages, cleanup costs and other environmental matters. Our current and former operations may also involve management~~determining whether disclosure of regulated materials, which are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which we operate.any such proceedings is required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table provides information with respect to purchases of our ~~Form 10-Q for~~shares of common stock, $0.01 par value per share, during the three months ended ~~June 30, 2017, except as noted below.~~March 31, 2024.

~~The classification of TiO~~₂ ~~as a Category 2 Carcinogen in the European Union could result in more stringent regulatory control with respect to TiO~~₂.


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publically Announced Plans or Programs (1)	Approximate Dollar Value That May Yet Be Purchased Under the Program (2)
					$	300,000,000
January 1, 2024 through January 31, 2024	—	$	—	—	$	300,000,000
February 1, 2024 through February 29, 2024	—	$	—	—	$	300,000,000
March 1, 2024 through March 31, 2024	—	$	—	—	$	300,000,000
Totals	—	$	—	—	$	300,000,000

~~Our ability to use NOLs to offset future income may be limited.~~

The Company’s ability to use any net operating losses (“NOLs”) generated by it could be substantially limited if the Company were to experience an “ownership change” as defined under Section 382 of the Code. In general, an “ownership change” would occur if the Company’s “5-percent shareholders,” as defined under Section 382 of the Code, including certain groups of persons treated as “5-percent shareholders,” collectively increased their ownership in the Company by more than 50 percentage points over a rolling three-year period. On October 10, 2017, Exxaro sold 22,425,000 Class A ordinary shares in an underwritten registered offering (the “Exxaro Share Transaction”). The Exxaro Share Transaction and the issuance of the Class A ordinary shares to Cristal NetherlandsFebruary 21, 2024, in connection with the ~~Cristal Transaction may result~~expiration in ~~an “ownership change” for U.S. federal and applicable state income tax purposes. Should Exxaro decide~~February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to ~~sell a significant portion~~$300 million of ~~their~~the Company's stock through February 21, 2027. During the three months ended March 31, 2024, we made no repurchases of the Company's stock.

(2) Amounts reflect the remaining ownership in the future, an “ownership change” will most likely occur. A corporation that experiences an ownership change will generally be subject to an annual limitation on the use of its pre-ownership change NOLs (and certain other losses and/or credits) equal to the equitydollar value of shares that may be purchased under the ~~corporation immediately before~~stock repurchase program described above.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~Item 3.~~

~~Defaults Upon Senior Securities~~

~~Item 4.~~

~~Mine Safety Disclosures~~

~~Item 5.~~

~~Other Information~~

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Date: November 9, 2017~~
TRONOX HOLDINGS PLC (Registrant)

By:				/s/ D. John Srivisal
Name:			~~TRONOX LIMITED~~ ~~(Registrant)~~ D. John Srivisal
Title:
	~~By:~~	~~/s/ Timothy Carlson~~
	~~Name:~~	~~Timothy Carlson~~
	~~Title:~~	Senior Vice President, ~~and~~ Chief Financial Officer

By:			/s/ Jonathan P. Flood
Name:			Jonathan P. Flood
Title:			Vice President, Controller and Principal Accounting Officer

			Page No.

Unaudited Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			4
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			5
Unaudited Condensed Consolidated Balance Sheets at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023			6
Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023			7
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2024 and 2023			8
Notes to Unaudited Condensed Consolidated Financial Statements			9 10

	Three Months Ended September 30, 2016								Nine Months Ended September 30, 2016
	As Reported			Adjustment		Revised			As Reported			Adjustment			Revised

Net loss	$	(42	)	$	3	$	(39	)	$	(182	)	$	(1	)	$	(183	)
Total comprehensive income ( loss)		4			3		7			(80	)		(1	)		(81	)
Comprehensive loss attributable to Tronox Limited		(12	)		3		(9	)		(110	)		(1	)		(111	)

	December 31, 2016
	As Reported ⁽¹⁾			Adjustment			Revised
Current assets of continuing operations	$	1,067		$	—		$	1,067
Total assets of discontinued operations		1,668			3			1,671
Total current assets		2,735			3			2,738
Total assets		4,961			3			4,964
Accrued liabilities		138			11			149
Current liabilities of continuing operations		443			10			453
Total liabilities of discontinued operations		110			1			111
Total current liabilities		553			11			564
Total liabilities		3,800			11			3,811
Accumulated deficit		(13	)		(6	)		(19	)
Accumulated other comprehensive loss		(495	)		(2	)		(497	)
Total Tronox Limited shareholders’ equity		1,017			(8	)		1,009
Total equity		1,161			(8	)		1,153
Total liabilities and equity		4,961			3			4,964

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Numerator – Basic and Diluted:
Net income (loss) from continuing operations	$	(25	)	$	(62	)	$	(95	)	$	(238	)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest		6			(2	)		11			(1	)
Undistributed net income (loss) from continuing operations attributable to Tronox Limited		(31	)		(60	)		(106	)		(237	)
Percentage allocated to ordinary shares ⁽¹⁾		100	%		100	%		100	%		100	%
Net income (loss) from continuing operations available to ordinary shares		(31	)		(60	)		(106	)		(237	)
Net income (loss) from discontinued operations available to ordinary shares		(216	)		23			(179	)		55
Net income (loss) available to ordinary shares	$	(247	)	$	(37	)	$	(285	)	$	(182	)
Denominator – Basic and Diluted:

Weighted-average ordinary shares, basic and diluted (in thousands)		119,405			116,219			118,908			116,108

Net income (loss) per Ordinary Share ⁽²⁾:
Basic and diluted net income (loss) from continuing operations per ordinary share	$	(0.26	)	$	(0.53	)	$	(0.89	)	$	(2.04	)
Basic and diluted net income (loss) from discontinued operations per ordinary share		(1.81	)		0.20			(1.51	)		0.47
Basic and diluted net income (loss) per ordinary share	$	(2.07	)	$	(0.33	)	$	(2.40	)	$	(1.57	)

	September 30, 2017			December 31, 2016
Trade receivables	$	298		$	271
Other		12			8
Subtotal		310			279
Allowance for doubtful accounts		(1	)		(1	)
Accounts receivable, net of allowance for doubtful accounts	$	309		$	278


				Page
PART I – FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)		3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		29 30
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		38 41
Item 4.		Controls and Procedures		39 43
PART II – OTHER INFORMATION
Item 1.		Legal Proceedings		44
Item ~~1. Legal Proceedings~~1A.		Risk Factors		39 44
~~Item 1A. Risk Factors~~		39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		40 45
Item 3.		Defaults Upon Senior Securities		40 45
Item 4.		Mine Safety Disclosures		40 45
Item 5.		Other Information		40 45
Item 6.		Exhibits		41 46

SIGNATURES				42 47

	Tronox Limited Class A Ordinary Shares		Tronox Limited Class B Ordinary Shares		Capital in Excess of par Value			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Tronox Limited Shareholders’ Equity			Non- controlling Interest		Total Equity
Balance at January 1, 2017	$	1	$	—	$	1,524		$	(19	)	$	(497	)	$	1,009		$	144	$	1,153
Net income (loss)		—		—		—			(285	)		—			(285	)		11		(274	)
Other comprehensive income		—		—		—			—			23			23			3		26
Share-based compensation		—		—		28			—			—			28			—		28
Shares cancelled		—		—		(11	)		—			—			(11	)		—		(11	)
Shares and warrants exercised		—		—		1			—						1					1
Class A and Class B share dividends		—		—		—			(17	)		—			(17	)		—		(17	)

Balance at September 30, 2017	$	1		—		1,542			(321	)		(474	)		748			158		906

	Three Months Ended September 30, 2016									Nine Months Ended September 30, 2016
	As Reported ⁽¹⁾			Adjustment			Revised			As Reported ⁽¹⁾			Adjustment			Revised

Net sales	$	339		$	—		$	339		$	957		$	—		$	957
Cost of goods sold		290			1			291			877			—			877
Gross profit		49			(1	)		48			80			—			80
Selling, general and administrative expenses		(47	)		—			(47	)		(131	)		(4	)		(135	)
Income (loss) from operations		1			(1	)		—			(53	)		(4	)		(57	)
Other income (expense), net		(13	)		3			(10	)		(22	)		—			(22	)
Income (loss) from continuing operations before income taxes		(58	)		2			(56	)		(209	)		(4	)		(213	)
Net income (loss) from continuing operations		(64	)		2			(62	)		(235	)		(3	)		(238	)
Income (loss) from discontinued operations, net of tax		22			1			23			53			2			55
Net loss attributable to Tronox Limited		(40	)		3			(37	)		(181	)		(1	)		(182	)
Net income (loss) per share from continuing operations, basic and diluted		(0.54	)		0.01			(0.53	)		(2.02	)		(0.02	)		(2.04	)
Net income (loss) per share from discontinued operations, basic and diluted		0.19			0.01			0.20			0.46			0.01			0.47

Weighted average shares outstanding, basic and diluted (in thousands)		116,219			116,219			116,219			116,108			116,108			116,108

Liabilities
Current Liabilities
Accounts payable	$	44
Accrued liabilities		36
All other current liabilities		11
Total current liabilities of discontinued operations		91
All other long-term liabilities		20
Total liabilities of discontinued operations	$	111

		September 30, 2017				September 30, 2016
		Shares		Average Exercise Price		Shares		Average Exercise Price
			Shares
			Shares
			Shares
	Three Months Ended March 31,
			2024
			2024
			2024
Options			1,827,354	$	21.21		1,997,437	$	21.20
Series A Warrants ⁽¹⁾			960,371	$	8.51		1,440,652	$	8.51
Series B Warrants ⁽¹⁾			1,009,283	$	9.37		1,953,250	$	9.37
Options
Options
Restricted share units			5,548,071	$	11.22		5,566,589	$	7.18
Restricted share units
Restricted share units


	March 31, 2024		December 31, 2023
Land and land improvements	$	236	$	237
Buildings	401		404
Machinery and equipment	2,524		2,530
Construction-in-progress	325		319
Other	61		60
Subtotal	3,547		3,550
Less: accumulated depreciation	(1,743)		(1,715)
Property, plant and equipment, net	$	1,804	$	1,835

	September 30, 2017							December 31, 2016
	Gross Cost		Accumulated Amortization			Net Carrying Amount		Gross Cost		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	291	$	(129	)	$	162	$	291	$	(115	)	$	176
TiO₂ technology		32		(11	)		21		32		(9	)		23
Internal-use software		44		(24	)		20		45		(21	)		24
Intangible assets, net	$	367	$	(164	)	$	203	$	368	$	(145	)	$	223


	March 31, 2024		December 31, 2023
Employee-related costs and benefits	$	99	$	111
Related party payables	9		1
Interest	4		16
Sales rebates	43		36

Taxes other than income taxes	12		6
Asset retirement obligations	12		14



Other accrued liabilities	61		46
Accrued liabilities	$	240	$	230

	Total Borrowings
2017	$	—
2018		17
2019		22
2020		22
2021		22
Thereafter		3,118
Total		3,201
Remaining accretion associated with the New Term Loans		(14	)
Total borrowings	$	3,187

~~Class A Shares:~~
~~Balance at January 1, 2017~~	~~65,165,672~~
~~Shares issued for share-based compensation~~	~~3,034,771~~
~~Shares issued upon warrants exercised~~	~~964,897~~
~~Shares issued upon options exercised~~	~~45,753~~
~~Shares issued cancelled for share-based compensation~~	~~(619,999~~	)
~~Balance at September 30, 2017~~	~~68,591,094~~
~~Class B Shares:~~
~~Balance, at both September 30, 2017 and December 31, 2016~~	~~51,154,280~~

~~Western Australia, Australia~~

	Three Months Ended March 31, 2017		Three Months Ended June 30, 2017		Three Months Ended September 30, 2017
Dividend per share	$	0.045	$	0.045	$	0.045
Total dividend	$	6	$	6	$	5
Record date (close of business)	March 6		May 15		August 21

	Three Months Ended March 31, 2016		Three Months Ended June 30, 2016		Three Months Ended September 30, 2016
Dividend per share	$	0.25	$	0.045	$	0.045
Total dividend	$	30	$	5	$	5
Record date (close of business)	March 4		May 16		August 17

	Cumulative Translation Adjustment			Pension Liability Adjustment			Unrealized Gains (Losses) on Derivatives		Total
Beginning balance	$	(363	)	$	(91	)	$	—	$	(454	)
Other comprehensive income (loss)		(26	)		—			—		(26	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			6			—		6
Balance, September 30, 2017	$	(389	)		(85	)		—		(474	)

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding, January 1, 2017		284,400		$	6.09
Vested		(107,928	)		8.00
Outstanding, September 30, 2017		176,472		$	4.92
Expected to vest, September 30, 2017		176,472		$	4.92

	Number of Options			Weighted Average Exercise Price		Weighted Average Contractual Life (years)		Intrinsic Value
Outstanding, January 1, 2017		1,970,481		$	21.19		6.38	$	—
Exercised		(45,753	)		19.32
Forfeited		(4,273	)		21.98
Expired		(93,101	)		21.58
Outstanding, September 30, 2017		1,827,354		$	21.21		4.62	$	2
Expected to vest, September 30, 2017		789		$	22.69		7.27	$	—
Exercisable, September 30, 2017		1,826,560		$	21.21		4.61	$	2

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net sales (TiO₂)	$	435		$	339		$	1,234		$	957
TiO₂ segment	$	75		$	17		$	168		$	(12	)
Corporate		(24	)		(17	)		(90	)		(45	)
Income (loss) from operations		51			—			78			(57	)
Interest and debt expense, net		(47	)		(46	)		(140	)		(138	)
Gain on extinguishment of debt		(28	)		—			(28	)		4
Other income (expense), net		12			(10	)		5			(22	)
Income (loss) from continuing operations before income taxes	$	(12	)	$	(56	)	$	(85	)	$	(213	)

~~Exhibit No.~~

~~4.1~~	~~Ninth Supplemental Indenture,~~Employment Agreement dated ~~as of September 1, 2017, to~~February 28, 2024 by and between the ~~Indenture, dated August 20, 2012 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein~~Company and ~~Wilmington Trust, National Association, as trustee.~~Mr. John D. Romano (incorporated by reference to Exhibit ~~4.1~~10.1 of the Current Report on Form ~~8-K~~8-K/A filed ~~by Tronox Limited~~ on ~~September 6, 2017).~~March 1, 2024)

~~4.2~~ 10.2		~~Fifth Supplemental Indenture, dated as of September 1, 2017, to the Indenture, dated March 19, 2015 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein~~ Amendment and ~~Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Tronox Limited on September 6, 2017).~~

~~4.3~~	Indenture, dated as of September 22, 2017 among Tronox Finance plc, the Company and the other guarantors named therein and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Tronox Limited on September 25, 2017).

~~10.1~~	~~Revolving Syndicated Facility~~Restated First Lien Credit Agreement, dated as of ~~September 22, 2017~~March 11, 2021 (as amended by that certain Amendment No. 1 to Amended and Restated First Lien Credit Agreement, dated as of April 4, 2022, as amended by that certain Amendment No. 2 to Amended and Restated First Lien Credit Agreement, dated as of May 19, 2023, as amended by that certain Amendment No. 3 to Amended and Restated First Lien Credit Agreement, dated as of August 16, 2023, as amended by that certain Amendment No. 4 to Amended and Restated First Lien Credit Agreement, dated as of May 1, 2024), by and among ~~the Company,~~ Tronox US Holdings ~~Inc. and~~plc, Tronox Finance LLC, certain of Tronox Holdings plc's subsidiaries, the ~~Company’s other subsidiaries along with a syndicate of~~ lenders party thereto from time to time and ~~Wells Fargo~~HSBC Bank USA, National Association, as ~~issuing bank, swingline lender,~~ administrative agent and collateral ~~agent.~~agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed ~~by Tronox Limited~~ on ~~September 25, 2017)~~May 1, 2024).

~~10.2~~ 31.1		First Lien Term Loan Credit Agreement, dated as of September 22, 2017 among Tronox Finance LLC and its unrestricted subsidiary Tronox Blocked Borrower LLC, and certain of the Company’s other subsidiaries, along with a syndicate of lenders and Bank of America, N.A. as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Tronox Limited on September 25, 2017).

~~31.1~~	Rule 13a-14(a) Certification of ~~Peter Johnston.~~John Romano. (furnished herewith)

31.2		Rule 13a-14(a) Certification of ~~Timothy Carlson.~~D. John Srivisal. (furnished herewith)

32.1		Section 1350 Certification for ~~Peter Johnston.~~John Romano. (furnished herewith)

32.2		Section 1350 Certification for ~~Timothy Carlson.~~D. John Srivisal. (furnished herewith)

101		The following financial statements from Tronox Holdings plc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements.
95		~~Mine Safety Disclosures.~~
101.INS
~~101.INS~~	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (furnished herewith)

101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~Document. (furnished herewith)

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document. (furnished herewith)

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. (furnished herewith)

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document. (furnished herewith)

~~101.DEF~~101.PRE		~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.PRE~~	Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document. (furnished herewith)

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, which has been formatted in Inline XBRL and contained in Exhibit 101.