TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

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

For the three months and six months ended ~~March 31,~~June 30, 2019

Tronox
Holdings
plc
Ordinary
Shares (in
thousands)

Tronox
Holdings
plc
Ordinary
Shares
(Amount)

Capital
in
Excess
of par
Value

(Accumulated
Deficit)

Accumulated
Other
Comprehensive
Loss

Total
Tronox
Holdings plc
Shareholders’
Equity

Non-
controlling
Interest
Total
Equity

Balance at December 31, 2018           122,934 $ 1 $ 1,579 $ (357 ) $ (540 ) $ 683 $ 179 $ 862
Net (loss) income           — — — (34 ) — (34 ) 4 (30 )
Other comprehensive (loss) income           — — — — (11 ) (11 ) 11 —
Shares-based compensation           3,306 — 8 — — 8 — 8
Shares cancelled           (502 ) — (6 ) — — (6 ) — (6 )
Acquisition of noncontrolling interest           — — 3 — (61 ) (58 ) (90 ) (148 )
Ordinary share dividends ($0.045 per share) — — — (6 ) — (6 ) — (6 )

Balance at March 31, 2019           125,738 $ 1 $ 1,584 $ (397 ) $ (612 ) $ 576 $ 104 $ 680

	Tronox Holdings plc Ordinary Shares (in thousands)			Tronox Holdings plc Ordinary Shares (Amount)		Capital in Excess of par Value			(Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total Tronox Holdings plc Shareholders’ Equity			Non- controlling Interest			Total Equity

Balance at December 31, 2018		122,934		$	1	$	1,579		$	(357	)	$	(540	)	$	683		$	179		$	862
Net (loss) income		—			—		—			(34	)		—			(34	)		4			(30	)
Other comprehensive (loss) income		—			—		—			—			(11	)		(11	)		11			—
Shares-based compensation		3,306			—		8			—			—			8			—			8
Shares cancelled		(502	)		—		(6	)		—			—			(6	)		—			(6	)
Acquisition of noncontrolling interest		—			—		3			—			(61	)		(58	)		(90	)		(148	)
Ordinary share dividends ($0.045 per share)		—			—		—			(6	)		—			(6	)		—			(6	)
Balance at March 31, 2019		125,738		$	1	$	1,584		$	(397	)	$	(612	)	$	576		$	104		$	680

Net (loss) income		—			—		—			(62	)		—			(62	)		6			(56	)
Other comprehensive (loss) income		—			—		—			—			(4	)		(4	)		4			—
Shares-based compensation		20			—		7			—			—			7			—			7
Shares cancelled		(4	)		—		—			—			—			—			—			—
Shares issued for acquisition		37,580			—		526			—			—			526			—			526
Shares repurchased and cancelled		(18,957	)		—		(257	)		—			—			(257	)		—			(257	)
Cristal acquisition		—			—		—			—			—			—			36			36
Ordinary share dividends ($0.045 per share)		—			—		—			(7	)		—			(7	)		—			(7	)
Balance at June 30, 2019		144,377		$	1	$	1,860		$	(466	)	$	(616	)	$	779		$	150		$	929

For the three months and six months ended ~~March 31,~~June 30, 2018

Tronox
Holdings
plc
Ordinary
Shares (in
thousands)

Tronox
Holdings
plc
Ordinary
Shares
(Amount)

Capital
in
Excess
of par
Value

(Accumulated
Deficit)

Accumulated
Other
Comprehensive
Loss

Total
Tronox
Holdings plc
Shareholders’
Equity

Non-
controlling
Interest
Total
Equity

Balance at December 31, 2017           121,271 $ 1 $ 1,558 $ (327 ) $ (403 ) $ 829 $ 186 $ 1,015
Net (loss) income           — — — (44 ) — (44 ) 3 (41 )
Other comprehensive income (loss)           — — — — 45 45 15 60
Shares-based compensation           1,099 — 7 — — 7 — 7
Shares cancelled           (222 ) — (4 ) — — (4 ) — (4 )
Warrants and options exercised           338 — 2 — — 2 — 2
Ordinary share dividends ($0.045 per share)
—
— — (6 ) — (6 ) — (6 )

Balance at March 31, 2018           122,486 $ 1 $ 1,563 $ (377 ) $ (358 ) $ 829 $ 204 $ 1,033

	Tronox Holdings plc Ordinary Shares (in thousands)			Tronox Holdings plc Ordinary Shares		Capital in Excess of par Value			(Accumulated Deficit)			Accumulated Other Comprehensive Loss			Total Tronox Holdings plc Shareholders’ Equity			Non- controlling Interest			Total Equity

Balance at December 31, 2017		121,271		$	1	$	1,558		$	(327	)	$	(403	)	$	829		$	186		$	1,015
Net (loss) income		—			—		—			(44	)		—			(44	)		3			(41	)
Other comprehensive income (loss)		—			—		—			—			45			45			15			60
Shares-based compensation		1,099			—		7			—			—			7			—			7
Shares cancelled		(222	)		—		(4	)		—			—			(4	)		—			(4	)
Warrants and options exercised		338			—		2			—			—			2			—			2
Ordinary share dividends ($0.045 per share)		—			—		—			(6	)		—			(6	)		—			(6	)
Balance at March 31, 2018		122,486		$	1	$	1,563		$	(377	)	$	(358	)	$	829		$	204		$	1,033

Net (loss) income		—			—		—			36			—			36			14			50
Other comprehensive income (loss)		—			—		—			—			(138	)		(138	)		(46	)		(184	)
Shares-based compensation		215			—		6			—			—			6			—			6
Shares cancelled		(93	)		—		(2	)		—			—			(2	)		—			(2	)
Warrants and options exercised		292			—		—			—			—			—			—			—
Ordinary share dividends ($0.045 per share)		—			—		—			(6	)		—			(6	)		—			(6	)
Balance at June 30, 2018		122,900		$	1	$	1,567		$	(347	)	$	(496	)	$	725		$	172		$	897

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

1.	The Company

Prior to March 27, 2019, Tronox Limited, ~~was~~ a public limited company registered under the laws of the State of Western ~~Australia. On~~Australia, was the ultimate parent company of the Tronox group of companies. Effective March 27, 2019, ~~we re-domiciled~~Tronox Limited effected a redomiciliation transaction (the “Re-domicile Transaction”), effectively changing its jurisdiction of incorporation from Western Australia to England and Wales, by “top-hatting” the ~~United Kingdom from Australia (“Re-domicile Transaction”) and became~~Tronox group of companies with Tronox Holdings plc (referred to herein as “Tronox,” “we,” “us,” or “our”), a public limited company registered under the laws of England and Wales. As a result of the Re-domicile Transaction, Tronox Limited became a wholly-owned subsidiary of Tronox Holdings plc. The Re-domicile Transaction was ~~effected~~implemented by ~~“top-hatting”~~two schemes of arrangement, pursuant to which Tronox ~~Limited with Tronox Holdings plc~~Limited’s Class A ~~ordinary shares~~ and Class B ordinary shares ~~of Tronox Limited~~ were exchanged on a ~~1:1~~one-for-one basis for ordinary shares in Tronox Holdings ~~plc.~~plc, par value US $0.01 per share. As a result, the Class A ordinary shares of Tronox Limited were delisted from the New York Stock Exchange (“NYSE”) and the ordinary shares of Tronox Holdings plc were listed on the NYSE in its place. ~~Tronox Limited also became a wholly-owned subsidiary of Tronox Holdings plc following the completion of the re-domiciling transaction.~~ The Re-domicile Transaction had an impact on capital gains tax for our ordinary shares held by Exxaro Resources Limited (~~“Exxaro~~”(“Exxaro”). See “~~Exxaro~~“Exxaro Mineral Sands Transaction Completion Agreement” below for a discussion of our agreement with Exxaro associated with South African capital gains tax.

Through March 31, 2019, we had global operations in North America, Europe, South Africa, and the Asia-Pacific region and classified our business into one operating segment, which is also our reportable segment, TiO_2.~~As of March 31, 2019, we operated three titanium dioxide (“TiO~~₂~~”) pigment production facilities in the United States, the Netherlands and Western Australia and operated three separate mining operations located in South Africa and Western Australia.~~

On April 10, 2019, we completed the acquisition of the TiO₂ business of The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”)( the “Cristal Transaction”). ~~As a result of~~Including the Cristal ~~acquisition,~~operations, we now operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia, South Africa and Brazil 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 where nano-particulate TiO₂ is required. ~~A substantial part~~We intend to consume all of our feedstock materials ~~will be consumed~~ in our own TiO₂ pigment facilities in the United States, Australia, Brazil, UK, France, Netherlands, China and the Kingdom of Saudi Arabia (“KSA”) with a 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 ~~two co-products,~~ zircon, ~~and pig iron,~~ which we also supply to customers around the world. See Note 2 below for further details on the Cristal ~~acquisition.~~Transaction.

In order to obtain regulatory approval for the Cristal Transaction, the Federal Trade Commission (“FTC”) required us to divest Cristal's North American TiO₂ business, which we sold to INEOS Enterprises ("INEOS") on May 1, 2019, for proceeds of approximately $700 million, plus an additional amount for working capital, which is subject to an adjustment. The operating results of Cristal’s North American TiO₂ business, from the acquisition date to the date of divestiture, are included in a single caption entitled “Loss from discontinued operations, net of tax” in our unaudited Condensed Consolidated Statements of Operations.

Jazan Slagger and Option Agreement

On May 9, 2018, we entered into an Option Agreement (the “Option Agreement”) with Advanced Metal Industries Cluster Company Limited (“AMIC”) ~~pursuant to~~, which is owned equally by the National Industrialization Company (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 Primary and Downstream Industries in KSA will be contributed together with ~~$322~~$322 million of AMIC indebtedness (the “AMIC Debt”). As of ~~March 31,~~June 30, 2019, we have loaned ~~$89~~$89 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger and we have recorded this loan ~~payment~~ within “Other long-term assets” on the unaudited Condensed Consolidated Balance Sheet at ~~March 31,~~June 30, 2019. The Option Agreement did not have a significant impact on the financial statements as of or for the ~~periods~~period ended ~~March 31,~~June 30, 2019.

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Exxaro Mineral Sands Transaction Completion Agreement

~~At December 31, 2018, Exxaro held 28.7 million Class B shares of Tronox Limited, or an approximate 23% interest, and those shares were converted to ordinary shares of Tronox when~~ ~~re-domiciled to the United Kingdom from Australia. Exxaro also held a 26% interest in our South African operating subsidiaries and a~~ ~~26% interest in a separate subsidiary based in the U.K. that held intercompany loans with our South African operating subsidiaries.~~

On November 26, 2018, we, certain of our subsidiaries and Exxaro entered into the Exxaro Mineral Sands Transaction Completion Agreement (the “Completion Agreement”). The Completion Agreement (i) provides for the orderly sale of Exxaro’s remaining ownership interest in us, ~~during 2019,~~subject to market conditions, (ii) helped to facilitate the Re-domicile Transaction, ~~as well as~~and (iii) addressed several legacy issues related to our 2012 acquisition of Exxaro’s mineral sands business. Pursuant to the terms of the Completion Agreement, Tronox has covenanted to pay Exxaro an amount equal to any South African capital gains tax assessed on Exxaro in respect of any profit arising to it on a disposal of any of its ordinary shares subsequent to the Re-domicile Transaction where such tax would not have been assessed but for the Re-domicile Transaction. Similarly, Exxaro has covenanted to pay Tronox an amount equal to any South African tax savings Exxaro may realize in certain situations from any tax relief that would not have arisen but for the Re-domicile Transaction.

Pursuant to the terms of the Completion Agreement, on May 9, 2019, we repurchased 14 million shares from Exxaro for an aggregate purchase price of approximately $200 million or ~~$14.3185~~$14.3185 per share.The share price was based upon a 5% discount to the 10 day volume weighted average price as of the day that Exxaro exercised their sale notice to us. ~~The Re-domicile Transaction caused Exxaro to incur approximately $~~5 Upon repurchase of the shares by the Company, the shares were cancelled. As a result of the sale of the 14 million ~~of South African capital gains tax on the profit which arose when it sold~~ 14 ~~million ordinary~~ shares ~~to us~~ on May 9, 2019, ~~where such tax would not~~and the imputed gain or loss if Exxaro was to sell its remaining 14.7 million shares, we have ~~been assessed but for the Re-Domicile Transaction. We agreed to pay Exxaro for such tax. As~~recorded a liability of ~~March 31, 2019, based on the stock price and foreign exchange rate at that time, we had accrued~~ approximately $1$2 million related to ~~this~~the estimated net payment to Exxaro, which is included in “Accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets ~~and the balance will be recorded during the second quarter~~as of June 30, 2019.See Note 23 for additional information.

Furthermore, pursuant to the Completion Agreement, the parties agreed to accelerate our purchase of Exxaro’s 26% membership interest in Tronox Sands LLP, a U.K. limited liability partnership (“Tronox Sands”). On February 15, 2019, we completed the redemption of Exxaro’s ownership interest in Tronox Sands for consideration of approximately ZAR 2.06 billion (or approximately $148 million) in cash, which represented Exxaro’s indirect share of the loan accounts in our South African subsidiaries.

~~Following these transactions and in conjunction with the Cristal acquisition,~~At June 30, 2019, Exxaro continues to own approximately 14.7 million shares of Tronox, or a ~~9.9%~~10.2% ownership interest, as well as their 26% ownership interest in our South African operating subsidiaries.

Under the terms of the Completion Agreement, Exxaro has the right to sell its ownership in Tronox at anytime on or after August 11, 2019.

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Prior to March 27, 2019, Tronox Limited was a public limited company registered under the laws of the State of Western Australia. On March 27, 2019, we re-domiciled to the United Kingdom from Australia (“Re-domicile Transaction”) and became Tronox Holdings plc, a public limited company registered under the laws of England and Wales. The Re-domicile Transaction was effected by “top-hatting” Tronox Limited with Tronox Holdings plc Class A ordinary shares and Class B ordinary shares of Tronox Limited were exchanged on a 1:1 basis for ordinary shares in Tronox Holdings plc. As a result, the Class A ordinary shares of Tronox Limited were delisted from the New York Stock Exchange (“NYSE”) and the ordinary shares of Tronox Holdings plc were listed on the NYSE in its place. Tronox Limited also became a wholly-owned subsidiary of Tronox Holdings plc following the completion of the re-domiciling transaction

Exxaro Mineral Sands Transaction Completion Agreement

On November 26, 2018, we, certain of our subsidiaries and Exxaro ~~Resources Limited (“Exxaro”)~~ entered into the Exxaro Mineral Sands Transaction Completion Agreement (the “Completion Agreement”). The Completion Agreement provides for the orderly sale of Exxaro’s remaining ownership interest in us, ~~during 2019,~~subject to market conditions, helped to facilitate the ~~Re-Domicile~~Re-domicile Transaction, as well as addressed several legacy issues related to our 2012 acquisition of Exxaro’s mineral sands business. Pursuant to the terms of the Completion Agreement, Tronox has covenanted to pay Exxaro an amount equal to any South African capital gains tax assessed on Exxaro in respect of any profit arising to it on a disposal of any of its ordinary shares in the newly formed Tronox U.K. entity subsequent to the completion date of the Re-domicile Transaction where such tax would not have been assessed but for the Re-domicile Transaction. Similarly, Exxaro has covenanted to pay Tronox an amount equal to any South African tax savings Exxaro may realize in certain situations from any tax relief that would not have arisen but for the Re-domicile Transaction.

Pursuant to the terms of the Completion Agreement, on May 9, 2019, we repurchased ~~approximately~~ 14 million shares from Exxaro for an aggregate purchase price of approximately $~~200~~$200 million or $14.3185 per share.The share price was based upon a 5% discount to the 10 day volume weighted average price as of the day that Exxaro exercised their sale notice to us. ~~The Re-domicile Transaction caused Exxaro to incur approximately $~~5 Upon repurchase of the shares by the Company, the shares were cancelled. As a result of the sale of the 14 million ~~of South African capital gains tax on the profit which arose when it sold approximately~~ 14 ~~million ordinary~~ shares ~~to us~~ on May 9, 2019, ~~where such tax would not~~and the imputed gain or loss if Exxaro was to sell its remaining 14.7 million shares, we have ~~been assessed but for the Re-Domicile Transaction. We agreed to pay Exxaro for such tax. As~~recorded a liability of ~~March 31, 2019, we had accrued~~ approximately $1$2 million related to ~~this~~the estimated net payment to Exxaro, which is included in “Accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets ~~and~~as of June 30, 2019.

Furthermore, pursuant to the ~~balance will be recorded during~~Completion Agreement, the ~~second quarter~~parties agreed to accelerate our purchase of ~~2019.~~

Exxaro’s 26% membership interest in Tronox Sands LLP, a U.K. limited liability partnership (“Tronox Sands”). On February 15, 2019, we completed the redemption of Exxaro’s ownership interest in Tronox Sands ~~LLP, a U.K. limited liability partnership (“Tronox Sands”)~~ for consideration of approximately ZAR 2.06 billion (or approximately $148 million) in cash, which represented Exxaro’s indirect share of the loan accounts in our South African subsidiaries. ~~Please refer to~~ ~~Exxaro Mineral Sands Transaction Completion Agreement~~ ~~within Note 1 to the notes to unaudited condensed consolidated financial statements for a further discussion of the status.~~

Share Repurchases

~~Debt~~

On ~~March 22,~~June 3, 2019, the Company’s Board of Directors authorized the repurchase of up to $100 million of the Company's stock. As of June 30, 2019, we ~~entered into~~had repurchased approximately 5 million shares for approximately $56 million. Upon repurchase of the shares by the Company, the shares were cancelled.

As of August 8, 2019, we had purchased a ~~consent~~total of 7,453,391 shares under the authorization at an average price of $11.59 per share and ~~amendment~~at a cost of approximately $86 million.

Tronox Synergy Savings Program

On April 10, 2019, we announced the completion of the Cristal Transaction. During the second quarter of 2019 as a result of the acquisition, Tronox outlined a broad-based synergy savings program that is expected to reduce costs, simplify processes and focus the ~~global senior secured asset-based syndicated revolving credit facility with Wells Fargo Bank, N.A. (the “Wells Fargo Revolver”),~~organization's structure and ~~an amendment~~resources on key growth initiatives. The program has total targeted synergy savings of approximately $220 million by 2022. The total savings that are expected to ~~ourTerm Loan Facility. The purpose~~be realized are comprised of ~~each amendment was to,~~the following:

$127 million from operational enhancements through, among other things, ~~(i) permit~~technology exchange, optimization of feedstock cost at pigment plants and performance improvements at the ~~refinancing~~Yanbu plant in Saudi Arabia;

Table of ~~certain existing indebtedness incurred by our South African subsidiaries, Tronox KZN Sands Proprietary Limited~~Contents

$24 million from feedstock initiatives including, among other things, maximizing synthetic rutile kiln and ~~Tronox Mineral Sands Proprietary Limited,~~slag output, reduction in freight costs and the ~~proposed uses~~utilization of ~~proceeds thereof,~~diverse feedstock supply globally which minimizes production risk in tight supply markets;

$27 million in supply chain savings from, among other things, reduced distribution costs, optimization of our grade portfolio and ~~(ii) implement required provisions~~the leveraging of volume discounts; and

$42 million from reductions in ~~both the Wells Fargo Revolver~~selling, general and ~~Term Loan Facility necessary in~~administrative expenses primarily from employee-related costs and indirect spend consolidation.

In connection with ~~establishment~~the actions and associated savings discussed above, during the second quarter of ~~Tronox Holdings plc. On March 25,~~ 2019, ~~our South African subsidiaries entered into an agreement~~we incurred restructuring costs of $10 million for ~~a revolving credit facility (the “Standard Bank Revolver”) and a new term loan facility (the “Standard Bank Term Loan”) with The Standard Bank~~employee related costs, including severance primarily related to the closing of ~~South Africa Limited.~~the Cristal Transaction. See Note 123 of notes to ~~the Notes to Consolidated Financial Statements~~unaudited condensed consolidated financial statements for a further ~~discussion.~~information on restructuring.

As of June 30, 2019, we have realized savings of $12 million from restructuring as well as other cost-savings strategies including feedstock initiatives and supply chain optimization.

Business Environment

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

~~Pigment~~

Our second quarter revenue, including the impact related to Cristal, increased 103% sequentially. In addition to the impact of Cristal, Tronox legacy operations saw an increase of 15% in TiO₂sales volumes and a 13% increase in Zircon sales volumes while average selling prices ~~declined moderately~~for both product categories were essentially level to the prior quarter. We believe the TiO₂ market continues to show signs of improvement given the decline in transitory inventories in Asia and Europe and continued stable market conditions in North America. Zircon, pig iron and feedstock sales continue to be impacted by the timing of shipments in any given quarter and we expect less feedstock revenues given our focus on vertical integration. Given the strong correlation of TiO₂ revenues to global GDP, we continue to track GDP estimates as any improvements or reductions would impact TiO₂ revenues. We have begun to see a softening in Zircon demand due to lower manufacturing utilization rates of ceramic manufacturers in China due to slower growth in the ~~third~~Chinese domestic market and ~~fourth quarters~~the impact of recently enacted tariffs.

Gross margin declined sequentially from the first quarter 2019 to the second quarter 2019 due to purchase accounting impacts related to the Cristal acquisition which resulted in higher costs of goods sold due to revaluing to fair value our inventory and depreciable assets including property, plant and equipment. Offsetting the impact of these purchase accounting related costs were gross margin improvements driven primarily by improved pigment market conditions, increased Zircon shipments and the realization of the benefits of vertical integration from the deferred margin associated with the lower cost feedstock inventory used to manufacture the pigment sold during the quarter.

Pro Forma Income Statement Information

On April 10, 2019, we announced the completion of the acquisition of the TiO₂ business of Cristal which impacts the comparability of the reported results for 2019 compared to 2018 and inthe second quarter of 2019 compared to the first quarter of 2019. Since Tronox and Cristal have combined their respective businesses effective with the merger date of April 10, 2019, ~~were slightly lower than~~ the ~~fourth quarter~~three and six months ended June 30, 2019 reflect the results of the combined business from April 10, 2019, while the three and six months ended June 30, 2018 include only the results of the legacy Tronox business. To assist with a discussion of the 2019 and 2018 results on a ~~local currency basis. Pigment sales volumes increased by 10% compared~~comparable basis, certain supplemental unaudited pro forma income statement information is provided on a consolidated basis and is referred to the fourth quarter of 2018, while for zircon, we experienced a decline in sales volumes from the fourth quarter in part due to the timing of shipments that can vary quarter to quarter. High-grade feedstock also declined in the current quarter compared to the fourth quarter due to the timing of shipments.as "pro forma information".

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~~Gross profit declined sequentially~~The pro forma information has been prepared on a basis consistent with Article 11 of Regulation S-X, assuming the merger and merger-related divestitures of Cristal's North American TiO₂ business and the 8120 paper laminate grade had been consummated on January 1, 2018. In preparing this pro forma information, the historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the business combination and other transactions presented herein, such as the merger-related divestitures, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined entity’s consolidated results. The pro forma information is based on management's assumptions and is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination and merger-related divestitures had occurred as of the dates indicated or what the results would be for any future periods. Also, the pro forma information does not include the impact of any revenue, cost or other operating synergies in the periods prior to the acquisition that may result from the fourth quarter to the first quarter due to the lower margin from less co-product and feedstock sales, unfavorable overhead absorption due to lower mineral sands production volumes, unfavorable production costs in the fourth quarter that were capitalized into inventory cost and then have impacted our gross profit in the first quarter as the products were sold. Partially offsetting these impacts were lower production costs for zircon.business combination or any related restructuring costs.

Condensed Consolidated Results of Operations from Continuing Operations

Three Months Ended ~~March 31,~~June 30, 2019 compared to the Three Months Ended ~~March 31,~~June 30, 2018

	Reported Amounts									Pro Forma Amounts ⁽¹⁾
	Three Months Ended June 30,									Three Months Ended June 30,
	2019			2018			Variance			2019			2018			Variance
Net sales	$	791		$	492		$	299		$	827		$	903		$	(76	)
Cost of goods sold		672			348			324			648			685			(37	)
Contract loss		19			—			19			—			—			—
Gross profit		100			144			(44	)		179			218			(39	)
Gross Margin		13	%		29	%	(16)pts				22	%		24	%	(2pts)

Selling, general and administrative expenses		103			79			(24	)		85			60			(25	)
Restructuring		10			—			(10	)		10			—			(10	)
(Loss) income from operations		(13	)		65			(78	)		84			158			(74	)
Interest expense		(54	)		(48	)		(6	)		(54	)		(53	)		(1	)
Interest income		3			7			(4	)		3			2			1
Loss on extinguishment of debt		—			(30	)		30			—			(30	)		30
Other income (expense), net		5			29			(24	)		5			19			(14	)
(Loss) income from continuing operations before income taxes		(59	)		23			(82	)		38			96			(58	)
Income tax benefit		4			27			23			4			24			(20	)
Net (loss) income from continuing operations	$	(55	)	$	50		$	(105	)	$	42		$	120		$	(78	)

Effective tax rate		7	%		(117	)%	124pts				(11	)%		25	%	(36) pts

EBITDA ₍₂₎	$	76		$	113		$	(37	)	$	176		$	240		$	(64	)
Adjusted EBITDA ₍₂₎	$	195		$	148		$	47		$	200		$	257		$	(57	)
Adjusted EBITDA as% of Net Sales		25	%		30	%	(5) pts				24	%		28	%	(4) pts

Three Months Ended March 31,
2019 2018 Variance
(Millions of U.S. Dollars)

Net sales $ 390 $ 442 $ (52 )
Cost of goods sold 307 327 (20 )
Gross profit 83 115 (32 )
Gross Margin 21 % 26 % (5) pts

Selling, general and administrative expenses 67 76 (9 )
Impairment loss — 25 (25 )
Income from operations 16 14 2
Interest expense (49 ) (49 ) —
Interest income 9 8 1
Loss on extinguishment of debt (2 ) — (2 )
Other income (expense), net (2 ) (9 ) 7
Income (loss) from operations before income taxes (28 ) (36 ) 8
Income tax provision (2 ) (5 ) 3
Net income (loss) from operations $ (30 ) $ (41 ) $ 11

Effective tax rate (7 )% (14 )% (7) pts

EBITDA ₍₁₎
$ 59 $ 53 $ 6
Adjusted EBITDA ₍₁₎
$ 80 $ 117 $ (37 )
Adjusted EBITDA as% of Net Sales 21 % 26 %
(5) pt s

(1)

The pro forma amounts have been prepared on a basis consistent with Article 11 of Regulation S-X. See “Supplemental Pro Forma Information” section of the MD&A for further detail.

⁽¹⁾⁽²⁾

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 income (loss) from operations.

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~~Net~~On a reported basis, net sales of ~~$390~~$791 million for the three months ended ~~March 31,~~June 30, 2019 increased by 61% compared to $492 million for the same period in 2018. The three months ended June 30, 2019 includes $353 million, or 72% revenue growth related to the acquired operations of Cristal. Partially offsetting the increase from the Cristal acquisition were lower TiO₂ sales volumes and average selling prices and lower Zircon sales volumes in Tronox legacy operations. On a pro forma basis, net sales of $827 million for the three months ended June 30, 2019 decreased by ~~12%~~8% compared to ~~$442~~$903 million for the same period in 2018 primarily due to lower ~~pigment~~TiO₂ sales ~~volumes~~prices and lower Zircon sales volumes. On both a reported and pro forma basis, revenues were negatively impacted by the absence of ~~revenue~~revenues from the Electrolytic business sold in September 2018.

Net sales by type of product for the three months ended ~~March 31,~~June 30, 2019 and 2018 were as follows:

Three Months Ended
March 31,

(Millions of dollars) 2019 2018 Variance Percentage
Pigment $ 286 $ 333 $ (47 ) (14 )%
Zircon 64 61 3 5 %
Pig iron 19 19 — — %
Feedstock and other products 21 17 4 24 %
Electrolytic — 12 (12 ) (100 )%
Total net sales $ 390 $ 442 $ (52 ) (12 )%

28The table below presents reported revenue by product

	Three Months Ended June 30,
(Millions of dollars)	2019		2018		Variance			Percentage
TiO₂	$	625	$	346	$	279			81	%
Zircon		88		78		10			13	%
Feedstock and other products		78		53		25			47	%
Electrolytic		—		15		(15	)		(100	)%
Total net sales	$	791	$	492	$	299			61	%

~~Table of Contents~~

The table below presents pro forma revenue by product

~~For~~

	Three Months Ended June 30,
(Millions of dollars)	2019		2018		Variance			Percentage
TiO₂	$	657	$	703	$	(46	)		(7	)%
Zircon		89		108		(19	)		(18	)%
Feedstock and other products		81		77		4			5	%
Electrolytic		—		15		(15	)		(100	)%
Total net sales	$	827	$	903	$	(76	)		(8	)%

On a reported basis, for the three months ended ~~March 31,~~June 30, 2019, ~~pigment~~TiO₂ revenue was ~~lower~~higher by 81% or $279 million compared to the prior year ~~quarter driven~~quarter. The acquisition of Cristal benefitted growth by $308 million, or 89%. The increase in TiO₂ revenue from the Cristal acquisition was partially offset by a ~~10%~~4% or ~~$36~~$16 million reduction in sales volumes and a 5%3% or $5$9 million decrease in average selling ~~prices.~~prices in legacy Tronox operations. Foreign currency translation also contributed $6$5 million to the ~~pigment~~TiO₂ revenue declines, due to the weakening Euro. ~~The decline~~Zircon revenues were $10 million higher compared to the prior year quarter and include $16 million related to Cristal, which were more than offset by a 20% reduction in sales volumes in legacy Tronox operations due to shipment timing. Feedstock and ~~average selling prices~~other products revenues was ~~experienced across all regions except for North America where both volumes and prices were higher. Zircon revenues were slightly~~$25 million higher from the year-ago quarter ~~as average selling prices increased 17% or $9~~and includes $30 million ~~partially offset by a 10% or $6 million decrease~~related to Cristal. The decline in ~~sales volume, due to the timing of shipments. Pig iron revenues were flat, as a moderate increase in average selling prices was offset by a slight decrease in sales volume.~~ Feedstock and other products revenues ~~were higher from the year-ago quarter,~~for Tronox legacy operations was primarily driven by lower volumes for pig iron, rutile prime and CP slag due to timing of shipments.

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On a pro forma basis, for the three months ended June 30, 2019, TiO₂ revenue declined compared to the prior year driven primarily by $41 million for lower selling prices, which were partially offset by a 3% or $17 million increase in sales volumes. Foreign currency translation also contributed $16 million to the TiO₂ revenue decline, due to the weakening of the Euro. The Zircon revenues decline was due to a 27% decline in sales volumes that was partially offset by 12% increase in average selling prices. Feedstock and other products revenues was slightly higher ~~synthetic rutile and~~due to higher CP slag ~~fines~~ sales volumes, partially offset by declines in ilmenite ~~sales. There were no ilmenite~~ sales ~~in the current quarter compared to $5 million of ilmenite sales in the year-ago quarter~~ as we are not actively selling ilmenite in the market ~~at this time in preparation for~~due to our expanded internal requirements following the closing of the Cristal acquisition.

~~Our first~~On a reported basis, second quarter revenue ~~of $390 million represents a 9% decrease as~~ compared to the ~~fourth~~first quarter of ~~2018.~~2019 grew 103%, driven primarily by 91% growth from the Cristal acquisition. The ~~decline~~Tronox legacy business also grew sequentially due to an increase of 15% or $41 million in ~~sequential revenue was primarily driven by a $37 million decrease in~~ TiO₂sales volumes for feedstock and other products, led by CP slag, which decreased $29 million. Zircon revenue was lower sequentially as sales volumes decreased 24% or $19 million, offset partially by a 3% or $1 million increase in average selling prices. Pig iron revenue decreased 24% or $6 million from the prior quarter driven by declines in sales volumes aswhile average selling prices were ~~flat. The co-products~~essentially level. Zircon revenue increased as sales volumes increased by 13% and ~~feedstock~~average selling prices were level. Feedstock and other product revenue ~~declines, which~~was essentially level, as higher CP slag sales volumes were ~~due~~offset by lower sales volumes for synthetic rutile and pig iron.

Comparing our second quarter revenue to first quarter 2019 on a pro forma basis, our second quarter revenue of $827 million represents a 15% increase as compared to $720 million in the ~~timing~~first quarter of ~~shipments, were~~2019. TiO₂ revenue was higher driven by 15% higher sales volumes, partially offset by slightly lower selling prices and a ~~9% or $23 million increase in pigment revenue,~~small negative impact of foreign currency when comparing to the prior quarter. Zircon revenues increased 7% primarily ~~driven by a 10% or $29 million~~due to an increase in sales volumes. ~~This increase in pigment~~Feedstock and other products revenue was ~~partially offset~~higher driven by higher CP slag sales volumes.

On a ~~2% or $5 million decrease in average pigment selling prices and $1 million of unfavorable impact of foreign currency translation, due to the weakening Euro.~~

~~Our~~reported basis, our gross margin of ~~$83~~$100 million was ~~21%~~13% of net sales compared to ~~26%~~29% of net sales in the year-ago quarter. The decrease in gross margin is primarily due ~~primarily~~to:

the unfavorable impact of 8 points due to ~~$47~~the value of the inventory, property, plant and equipment and mineral leaseholds of Cristal being stepped up to fair value on the acquisition date, which resulted in the recognition of higher expense in the second quarter;

the recognition of a $19 million ~~(12~~(2 points negative impact on gross margin) charge for contract losses for the estimated losses we expect to incur on the 8120 supply agreement with Venator

the inclusion of Cristal’s results beyond the purchase accounting impact above, which operates at a lower gross margin than legacy Tronox, which lowered gross margin by 5 points;

a negative impact of $26 million, or 3 points, due to higher costs of ~~direct~~production primarily related to ore, process materials, ~~primarily coke, electrodes~~ and ~~anthracite,~~energy; and ~~$13 million (1 point on gross margin) unfavorable impact of product mix, which was caused mostly by lower pigment sales volumes. The 12~~

a 1 point unfavorable impact on gross margin of volume and product mix related to our legacy Tronox operations.

These decreases in gross margin were partially offset by a 2 point favorable impact of foreign currency translation on costs of goods sold primarily driven by the weakening South African Rand and the Australian Dollar.

On a pro forma basis, our gross margin of $179 million was 22% of net sales compared to 24% of net sales in the year-ago quarter. The 2 points decrease in gross margin is primarily due to the unfavorable impact of 3 points caused by a decrease in TiO₂ selling prices and a 2 point decrease due to higher costs of production costs from ore, process materials, and energy, and a $16 million decline in gross margin from Cristal’s Australia Mining operations. These decreases in gross margin were partially offset by a 3 point favorable impact of foreign currency translation on costs of goods sold primarily driven by the weakening South African Rand and the Australian Dollar.

On a reported basis, selling, general and administrative expenses increased by $24 million or 30% during the three months ended June 30, 2019 compared to the same period of the prior year. The acquisition of Cristal accounted for $22 million of the increase. In addition to the Cristal expenses, SG&A expenses increased mainly due to higher employee-related costs of $5 million and integration costs of $4 million, partially offset by $6 million of lower professional fees primarily related to the Cristal transaction. The increase in employee-related costs reflects the impact of a modification to a performance-based restricted stock award in the prior year.

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On a pro forma basis, selling, general and administrative expenses increased by $25 million or 42% during the three months ended June 30, 2019 compared to the same period of the prior year. The increase in SG&A expenses were primarily due to higher employee-related costs and integration costs. The increase in employee-related costs reflects the impact of a modification to a performance-based restricted stock award in the prior year.

On both a reported and pro forma basis, we recorded restructuring expenses of $10 million for employee-related costs associated with headcount reductions during the three months ended June 30, 2019. See Note 3 of notes to unaudited condensed consolidated financial statements.

On a reported basis, loss from operations for the three months ended June 30, 2019 was $13 million compared to income from operations of $65 million in the prior year period. The decrease of $78 million was primarily due to the lower gross margin and higher SG&A expenses discussed above. The gross margin included $55 million of charges related to the recognition of a step-up in value of inventories as a result of purchase accounting and the $19 million contract loss reflecting both the proceeds on the sale and the estimated losses we expect to incur under the supply agreement with Venator.

On a pro forma basis, income from operations for the three months ended June 30, 2019 decreased $74 million to $84 million from $158 million in the prior year period primarily due to the lower sales, higher SG&A expenses and restructuring costs in the current year period.

On a reported basis, adjusted EBITDA as a percentage of net sales was 25% for the three months ended June 30, 2019, a decrease of 5 points from 30% in the prior year. The lower gross margin and higher SG&A expenses as discussed above were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.

On a pro forma basis, adjusted EBITDA as a percentage of net sales was 24% for the three months ended June 30, 2019, a decrease of 4 points from 28% in the prior year. The lower TiO₂ selling prices and higher SG&A expenses as discussed above were the primary driver of the year-over-year decrease in Adjusted EBITDA percentage.

On a reported basis, interest expense for the three months ended June 30, 2019 increased by $6 million compared to the same period of 2018 primarily due to higher average interest rates driven by our borrowings in South Africa under the Standard Bank Term Loan Facility.

On a pro forma basis, interest expense for the three months ended June 30, 2019 was slightly higher compared to the same period of 2018 due to higher average interest rates driven by our borrowings in South Africa under the Standard Bank Term Loan Facility as overall debt levels were relatively flat in the current period versus the prior year period.

On a reported basis, interest income for the three months ended June 30, 2019 decreased by $4 million compared to the same period in 2018 due to lower cash balances from the use of cash and previously restricted cash to close the Cristal Transaction.

On a pro forma basis, interest income for the three months ended June 30, 2019 increased by $1 million compared to the same period in 2018 due to higher cash balances.

Loss on extinguishment of debt of $30 million for the three months ended June 30, 2018 relates to the redemption of our Senior Notes due 2022.

On a reported basis, other expense, net for the three months ended June 30, 2019 was lower than the prior year period primarily due to $28 million of net realized and unrealized foreign currency gains recognized in the prior year as compared to $3 million in the current year. The foreign currency gains and losses in the prior year were primarily driven by the South African rand used in the remeasurement of our U.S. dollar denominated working capital balances.

On a pro forma basis, other expense, net for the three months ended June 30, 2019 was lower than the prior year period primarily due to higher net realized and unrealized foreign currency gains recognized in the prior year as compared to the current year. The foreign currency gains in the prior year were primarily driven by the South African rand used in the remeasurement of our U.S. dollar denominated working capital balances.

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We continue to maintain full valuation allowances related to the total net deferred tax assets in the U.S. and Australia. For entities acquired in the Cristal Transaction, we have full valuation allowances in Australia, Brazil, Switzerland, and the U.S. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.

On a reported basis, the effective tax rate of 7% and (117)% for the three months ended June 30, 2019 and 2018, respectively, differs from the U.K. statutory rate of 19% primarily due to income and losses in jurisdictions with valuation allowances, disallowable expenditures, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The prior year was significantly impacted by a benefit of $48 million due to the release of a valuation allowance for deferred tax assets associated with our operating subsidiary in the Netherlands.

On a pro forma basis, the effective tax rate was (11)% and 25% for the three months ended June 30, 2019 and 2018, respectively. The prior year was significantly impacted by a benefit of $48 million due to the release of a valuation allowance for deferred tax assets associated with our operating subsidiary in the Netherlands.

Six Months Ended June 30, 2019 compared to the Six Months Ended June 30, 2018

	Reported Amounts									Pro Forma Amounts ⁽¹⁾
	Six Months Ended June 30,									Six Months Ended June 30,
	2019			2018			Variance			2019			2018			Variance
Net sales	$	1,181		$	934		$	247		$	1,547		$	1,779		$	(232	)
Cost of goods sold		979			675			304			1,238			1,409			(171	)
Contract loss		19			—			19			—			—			—
Gross profit		183			259			(76	)		309			370			(61	)
Gross Margin		15	%		28	%	(13) pts				20	%		21	%	(1) pt

Selling, general and administrative expenses		170			155			(15	)		178			134			(44	)
Restructuring		10			—			(10	)		10			—			(10	)
Impairment loss		—			25			25			—			25			25
Income from operations		3			79			(76	)		121			211			(90	)
Interest expense		(103	)		(97	)		(6	)		(109	)		(104	)		(5	)
Interest income		12			15			(3	)		6			6			—
Loss on extinguishment of debt		(2	)		(30	)		28			(2	)		(30	)		28
Other income (expense), net		3			20			(17	)		(9	)		11			(20	)
(Loss) income from continuing operations before income taxes		(87	)		(13	)		(74	)		7			94			(87	)
Income tax benefit (provision)		2			22			(20	)		(2	)		15			(17	)
Net (loss) income from continuing operations	$	(85	)	$	9		$	(94	)	$	5		$	109		$	(104	)

Effective tax rate		2	%		169	%	(167) pts				29	%		(16	)%	(48) pts

EBITDA ₍₂₎	$	135		$	166		$	(31	)	$	293		$	376		$	(183	)
Adjusted EBITDA ₍₂₁₎	$	275		$	265		$	10		$	341		$	491		$	(150	)
Adjusted EBITDA as% of Net Sales		23	%		28	%	(5) pts				22	%		28	%	(6) pts

(1)

The pro forma amounts have been prepared on a basis consistent with Article 11 of Regulation S-X. See “Supplemental Pro Forma Information” section of the MD&A for further detail.

⁽²⁾

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On a reported basis, net sales of $1,181 million for the six months ended June 30, 2019 increased by 26% compared to $934 million for the same period in 2018. The six months ended June 30, 2019 includes $353 million of revenue, or 38% of growth from the acquired operations of Cristal. Partially offsetting the increase due to the Cristal acquisition was lower TiO₂ sales volumes and average selling prices and lower Zircon sales volumes in Tronox legacy operations. On a pro forma basis, net sales of $1,547 million for the six months ended June 30, 2019 decreased by 13% compared to $1,779 million for the same period in 2018 primarily due to lower TiO₂sales volumes and prices and lower Zircon sales volumes. On both a reported and pro forma basis, revenues were negatively impacted by the absence of revenues from the Electrolytic business sold in September 2018.

Net sales by type of product for the six months ended June 30, 2019 and 2018 were as follows:

The table below presents reported revenue by product

	Six Months Ended June 30,
(Millions of dollars)	2019		2018		Variance			Percentage
TiO₂	$	902	$	671	$	231			34	%
Zircon		152		139		13			9	%
Feedstock and other products		127		97		30			31	%
Electrolytic		—		27		(27	)		(100	)%
Total net sales	$	1,181	$	934	$	247			26	%

The table below presents pro forma revenue by product

	Six Months Ended June 30,
(Millions of dollars)	2019		2018		Variance			Percentage
TiO₂	$	1,227	$	1,411	$	(184	)		(13	)%
Zircon		171		195		(24	)		(12	)%
Feedstock and other products		149		146		3			2	%
Electrolytic		—		27		(27	)		(100	)%
Total net sales	$	1,547	$	1,779	$	(232	)		(13	)%

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On a reported basis, for the six months ended June 30, 2019, TiO₂ revenue was higher by 34% or $231 million compared to the prior year prod. The acquisition of Cristal benefitted the growth by $308 million, or 46%. The increase in TiO₂ revenue from Cristal was more than offset by a 7% or $54 million reduction in sales volumes and a 3% or $12 million decrease in average selling prices in legacy Tronox operations. Foreign currency translation also contributed $11 million to the TiO₂ revenue declines, due to the weakening Euro. Zircon revenues were $13 million higher compared to the prior year quarter and include $16 million from Cristal. The increase in Zircon revenue from Cristal was more than offset by a 16% reduction in sales volumes in legacy Tronox operations due to shipment timing although average selling prices were higher compared to the prior year period. Feedstock and other products revenues were $30 million higher from the year-ago quarter and include $30 million related to Cristal. Feedstock and other product revenue for legacy Tronox operations were essentially level as revenue increases for synthetic rutile were offset by lower revenues for rutile prime and ilmenite as we are not actively selling ilmenite in the market due to our expanded internal requirements following the closing of the Cristal acquisition.

On a pro forma basis, for the six months ended June 30, 2019, TiO₂ revenue was lower compared to the prior year driven by a 6% or $85 million reduction in sales volumes and a 6% or $66 million decrease in average selling prices Foreign currency translation also contributed $34 million to the TiO₂ revenue declines due to the weakening of the Euro. The Zircon revenue decline was driven by a 23% decline in volumes, partially offset by a 14% increase in average selling prices. Feedstock and other product revenue was slightly higher due to higher CP slag sales volumes, partially offset by declines in ilmenite sales as we are not actively selling ilmenite in the market due to our expanded internal requirements following the closing of the Cristal acquisition.

On reported basis, our gross margin of $183 million was 15% of net sales compared to 28% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

the unfavorable impact of 6 points due to the value of the inventory, property, plant and equipment and mineral leaseholds of Cristal being stepped up to fair value on the acquisition date, which resulted in the recognition of higher expense in the second quarter;

a negative impact of $73 million, or 6 points, due to higher costs of production primarily ore, process materials, and energy. The 6 point unfavorable impact due to higher costs of direct materials includes a ~~benefit of~~ $9 million in costs of goods sold due to receipt of a refund in the prior year from the South African ~~Minestry~~Ministry of Finance of mineral extraction ~~royalties.The decrease~~royalties;

the recognition of a $19 million (2 points negative impact on gross margin) charge for contract losses for the estimated losses we expect to incur on the 8120 supply agreement with Venator;

the inclusion of Cristal’s results beyond the purchase accounting impact above, which operates at a lower gross margin than legacy Tronox, lowered gross margin by 2 points;

and a 1 point unfavorable impact on gross margin of volume and product mix related to our legacy Tronox’s operations.

The decreases in gross ~~profit~~ margin ~~was~~were partially offset by ~~$25 million (7 points on gross margin) of~~a 4 point favorable impact of foreign currency translation on ~~our cost~~costs of goods sold primarily driven the weakening South African Rand and the Australian Dollar.

On a pro forma basis, our gross margin of $309 million was 20% of net sales compared to 21% of net sales in the year-ago quarter. The 1 point decrease in gross margin was due primarily to a 2 point unfavorable impact of a decrease in TiO2 selling prices and a negative impact of 3 points due to higher costs of production primarily from ore, process materials, and energy, a $20M decline in margins from Cristal’s Australia Mining Operations, and a $9 million increase in costs of goods sold due to receipt of a refund in the ~~weaker~~prior year from the South African ~~rand~~Ministry of Finance of mineral extraction royalties. These decreases in gross margin were partially offset by a 4 point favorable impact of foreign currency translation on costs of goods sold primarily driven by the weakening South African Rand and the Australian ~~dollar. Additionally,~~Dollar.

On a ~~$3 million (1 point) increase in average~~reported basis, selling, ~~prices, driven primarily by zircon, helped to offset some of the declines in our gross profit margin.~~

~~Selling,~~ general and administrative expenses ~~decreased~~increased by $9$15 million or ~~12%~~10% during the ~~three~~six months ended ~~March 31,~~June 30, 2019 compared to the same period of the prior year. The ~~decrease in SG&A is mainly due $13~~acquisition of Cristal accounted for $22 million of the increase. Offsetting the Cristal expenses, were $21 million of lower professional fees primarily related to the Cristal transaction and lower IT costs of $1 million, partially offset by $4higher employee-related costs of $7 million, of higher R&D ~~expenses.~~expenses of $5 million and integration costs of $4 million. The increase in employee-related costs reflects the impact of a modification to a performance-based restricted stock award in the prior year.

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On a pro forma basis, selling, general and administrative expenses increased by $44 million or 33% during the six months ended June 30, 2019 compared to the same period of the prior year due to higher employee-related costs, higher R&D expenses and integration costs. Professional fees were relatively flat due to the absence of inclusion of Cristal transaction costs for pro forma reporting.

On both a reported and pro forma basis, we recorded restructuring expenses of $10 million for employee-related costs associated with headcount reductions during the six months ended June 30, 2019. See Note 3 of notes to unaudited condensed consolidated financial statements.

Impairment losses of $25 million for the ~~three~~six months ended ~~March 31,~~June 30, 2018 related to a charge for the impairment and expected loss on sale of the assets of our Tronox Electrolytic Operations. The Tronox Electrolytic Operations were ultimately sold on September 1, 2018. See Note 45 of notes to unaudited condensed consolidated financial statements.

~~Income~~On a reported basis, income from operations for the ~~three~~six months ended ~~March 31,~~June 30, 2019 ~~increased $2~~of $3 million ~~to $16~~decreased by $76 million as compared to ~~$14~~$79 million ~~for~~in the prior year period primarily due to the lower gross margin and higher SG&A expenses discussed above. The gross margin in the current year period includes $55 million of charges related to the step-up of inventories as a result of purchase accounting and the higher SG&A expenses discussed above. The current year period also included a $19 million contract loss reflecting both the proceeds on sale and the estimated losses we expect to incur under the supply agreement with Venator while the prior year period includes the recognition of the $25 million impairment of our Electrolytic ~~Operations recorded in~~Operations.

On a pro forma basis, income from operations for the six months ended June 30, 2019 decreased $90 million to $121 million as compared to $211 million for the prior year period due to the lower gross margin, higher SG&A expenses and ~~lower professional services for the Cristal transaction~~restructuring costs recorded in the current ~~year. These benefits to the income from operations comparison were substantially~~year period, partially offset by ~~both lower sales volumes and lower selling prices for pigment.~~the the $25 million impairment of our Electrolytic Operations in the prior year.

~~Adjusted~~On a reported basis, adjusted EBITDA as a percentage of net sales was ~~21%~~23% for the ~~three~~six months ended ~~March 31,~~June 30, 2019, a decrease of 5 points from ~~26%~~28% in the prior year. ~~Lower~~The lower gross margin as discussed above was the primary driver of the year-over-year decrease in Adjusted EBITDA percentage.

On a pro forma basis, adjusted EBITDA as a percentage of net sales ~~volumes~~was 22% for the six months ended June 30, 2019, a decrease of 6 points from the 28% in the prior year. The lower gross margin and ~~lower selling prices for pigment were~~higher SG&A expenses as discussed above was the primary driver of the year-over year decrease in Adjusted EBITDA percentage.

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~~Interest~~On a reported basis, interest expense for the ~~three~~six months ended ~~March 31,~~June 30, 2019 ~~was flat~~increased by $6 million compared to the same period of 2018 asprimarily due to higher average interest rates driven by our borrowings in South Africa under the Standard Bank Term Loan Facility.

On a pro forma basis, interest expense for the six months ended June 30, 2019 was higher compared to the same period of 2018 due to the impact of higher average interest rates driven by our borrowings in South Africa under the Standard Bank Term Loan Facility and high average debt levels ~~was offset by lower~~in the current year period.

On a reported basis, interest ~~rates.~~

~~Interest~~ income for the ~~three~~six months ended ~~March 31,~~June 30, 2019 ~~increased~~decreased by $1$3 million compared to the same period in 2018 due to ~~higher rates.~~lower cash balances from the use of cash, as well as the proceeds from the Blocked Term Loan that were included in restricted cash, to close the Cristal Transaction.

On a pro forma basis, interest income for the six months ended June 30, 2019 was relatively flat compared to the same period in 2018.

Loss on extinguishment of debt ~~was~~of $2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2019 ~~resulting~~results from a modification to our Wells Fargo Revolver and the termination of the ABSA Revolver. ~~See Note 12~~Loss on extinguishment of ~~notes~~debt of $30 million for the six months ended June 30, 2018 relates to ~~unaudited condensed consolidated financial statements for further details.~~the redemption of our Senior Notes due 2022.

~~Other~~

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On a reported basis, other expense, net for the ~~three~~six months ended ~~March 31,~~June 30, 2019 was lower than the prior year period primarily due to ~~$10~~$19 million of net realized and unrealized foreign currency ~~losses incurred~~gains recognized in the prior year as compared to ~~a small gain~~$4 million in the current year. ~~This benefit was partially offset~~The foreign currency gains and losses in the prior year were primarily driven by the South African Rand used in the remeasurement of our U.S. dollar denominated working capital balances. The current year amounts were also impacted by the recognition of a $1$2 million expense ~~in the current year~~ for the potential payment to Exxaro equal to any South African capital gains tax assessed on Exxaro in respect of any profit arising to it on a disposal of any of its ordinary shares in Tronox Holdings plc subsequent to the completion date of the Re-domicile Transaction.

On a pro forma basis, other expense, net for the six months ended June 30, 2019 was lower than the prior year period primarily due to higher net realized and unrealized foreign currency gains recognized in the prior year as compared to the current year. The foreign currency gains ~~and losses~~ in the ~~current year and~~ prior year ~~period, respectively, are~~were primarily ~~driven by~~due to the South African ~~rand~~Rand used in the remeasurement of our U.S. dollar denominated working capital balances. The current year amounts were also impacted by the recognition of a $2 million expense for the potential payment to Exxaro equal to any South African capital gains tax assessed on Exxaro in respect of any profit arising to it on a disposal of any of its ordinary shares in Tronox Holdings plc subsequent to the completion date of the Re-domicile Transaction.

We continue to maintain full valuation allowances related to the total net deferred tax assets in the U.S. and Australia. For entities acquired in the Cristal Transaction, we have full valuation allowances in Australia, Brazil, Switzerland, and the U.S. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current ~~state~~ tax payments. Additionally, we have valuation allowances against other specific tax assets.

~~The~~On a reported basis, the effective tax rate of ~~(7)%~~2% and ~~(14)%~~169% for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018, respectively, differs from the U.K. statutory rate of 19% primarily due to income and losses in jurisdictions with ~~full~~ valuation allowances, disallowable expenditures, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The prior year was significantly impacted by a benefit of $48 million due to the release of a valuation allowance for deferred tax assets associated with our operating subsidiary in the Netherlands.

On a pro forma basis, the effective tax rate was 29% and (16)% for the six months ended June 30, 2019 and 2018, respectively. The prior year was significantly impacted by a benefit of $48 million due to the release of a valuation allowance for deferred tax assets associated with our operating subsidiary in the Netherlands.

Other Comprehensive (Loss) Income

Other comprehensive ~~(loss) income~~loss was nil and $184 million for the three months ended ~~March 31,~~June 30, 2019 ~~compared to other comprehensive income of $60 million three months ended March 31, 2018.~~and 2018, respectively. The decrease in loss in 2019 compared to the prior year was driven by ~~favorable~~unfavorable foreign currency translation adjustments of ~~$59~~$185 million in the prior year period primarily due to the movement in the South Africa ~~rand.~~rand, partially offset by net income in the prior year compared to a net loss in the current year period. Other comprehensive loss was nil and $124 million for the six months ended June 30, 2019 and 2018, respectively. The decrease in loss in 2019 compared to the prior year was driven by unfavorable foreign currency translation adjustments of $126 million in the prior year period primarily due to the movement in the South Africa Rand, partially offset by net income in the prior year compared to a net loss in the current year period

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Liquidity and Capital Resources

The following table presents our liquidity as of ~~March 31,~~June 30, 2019 and December 31, 2018:

	March 31, 2019		December 31, 2018		June 30, 2019		December 31, 2018
	(Millions of U.S. dollars)				(Millions of U.S. dollars)
Cash and cash equivalents	$	1,068	$	1,034	$	397	$	1,034
Available under the Wells Fargo Revolver		158		197		285		197
Available under the Standard Bank Revolver		55		—		71		—
Available under the Emirates Revolver						45		—
Available under the ABSA Revolver		—		52		—		52
Total	$	1,281	$	1,283	$	798	$	1,283

Historically, we have funded our operations and met our commitments through cash generated by operations, ~~private placement~~issuance of unsecured notes, bank financings and borrowings under lines of ~~credit and public offerings of notes.~~credit. In the next twelve months, we expect that our operations and available borrowings under our debt ~~refinancing~~financings and revolving credit agreements (see Note 1213 of notes to consolidated financial statements) will provide sufficient cash ~~to fund the Cristal Transaction,~~for our operating expenses, capital expenditures, interest payments and debt repayments. Working capital (calculated as current assets less current liabilities) was ~~$2.1~~$1.5 billion at ~~March 31,~~June 30, 2019, compared to $2.2 billion at December 31, 2018. Working capital at ~~both March 31, 2019 and~~ December 31, 2018 includes $650 million funded by the Block Term Loan and related interest which upon the closing of the Cristal Transaction on April 10, 2019, became available to us for the purpose of the acquisition. In the event of an asset sale, some or all of the net proceeds from the sale may be required to be used to prepay borrowings under the Term Loan Facility based on the ratio of the total combined debt outstanding under the Term Loan Facility and the Wells Fargo Revolver to the consolidated EBITDA, as defined in the Term Loan Facility, for the previous four quarters.

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~~As discussed above, we~~We completed the acquisition of Cristal on April 10, 2019 and on May 1, 2019, divested Cristal’s North American operations for approximately $700 ~~million.~~million, plus an additional amount of working capital, which is subject to adjustment. Upon closing of the Cristal acquisition and subsequent sale of the Cristal North American operations, our senior net leverage ratio was below 2.75, and, as a result, the sale of the North American operations did not trigger a prepayment event. The proceeds received from the sale of the North American operations were used in part for the repurchase of the approximately 14 million shares from Exxaro on May 9, 2019 for an aggregate purchase price of approximately ~~$200~~$200 million, ~~to prepay $100~~prepayment of $195 million on our Term Loan Facility and ~~repay~~repurchase approximately 5 million shares for $56 million under our Board authorized plan. Subsequent to June 30, 2019, we continued to repurchase shares under the ~~outstanding balance on~~authorized plan and as of August 8, 2019, our ~~Wells Fargo Revolver.The~~total repurchases were 7.5 million shares at a cost of approximately $86 million.

The balance of the remaining proceeds ~~will~~is expected to be used for general corporate purposes.

The liquidity table ~~above for March 31, 2019 does not include restricted cash of $666 million related to this Blocked Term Loan and related interest, and~~ for December 31, 2018 does not include restricted cash of $662 million related to this Blocked Term Loan and related interest. The Blocked Term Loan under the Term Loan Facility is included in Long-term debt, net.

AsDuring the third quarter we expect that certain of ~~and for~~ the ~~three months ended March 31,~~Cristal entities we acquired in connection with the Cristal Transaction will become guarantors of our Senior Notes due 2025. Assuming that such entities were guarantors as of June 30, 2019, the non-guarantor subsidiaries of our Senior Notes due 2025 would have represented approximately ~~28%~~20% of our total consolidated liabilities, approximately ~~36%~~41% of our total consolidated assets, approximately ~~22%~~29% of our total consolidated net sales and approximately ~~32%~~47% of our consolidated EBITDA (as such term is defined in the 2025 Indenture). In addition, assuming that such Cristal entities were guarantors as of ~~March 31,~~June 30, 2019, our non-guarantor subsidiaries, as of June 30, 2019, would have had ~~$1.1 billion~~$880 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2025 Notes.

At ~~March 31,~~June 30, 2019, we had outstanding letters of credit and bank guarantees of ~~$43~~$66 million. See Note 1618 of notes to unaudited 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; and (vi) volatility in public debt and equity markets.

As of ~~March 31,~~June 30, 2019, our credit rating with Moody’s and Standard & Poor’s was B1 positive outlook and B stable outlook, respectively, representing no change from December 31, 2018. See Note ~~12,~~13, of notes to unaudited condensed consolidated financial statements.

Cash and Cash Equivalents

We consider all investments with original maturities of ~~three~~six months or less to be cash equivalents. As of ~~March 31,~~June 30, 2019, our cash and cash equivalents were primarily invested in money market funds. 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 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, making pension contributions and making quarterly dividend payments.

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Repatriation of Cash

At ~~March 31,~~June 30, 2019, we held ~~$1.7 billion~~$397 million in cash and cash equivalents and restricted cash in these respective jurisdictions: ~~$1.6 billion~~$133 million in the United States, ~~$12~~$119 million in Europe, $56 million in Australia, $27 million in South Africa, ~~$26~~$27 million in ~~Australia and $136~~Brazil, $16 million in ~~Europe.~~Saudi Arabia and $19 million in China. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at June 30, 2019, we held $9 million of restricted cash in Australia primarily related to performance bonds.

Tronox Holdings plc has foreign subsidiaries with undistributed earnings at ~~March 31,~~June 30, 2019. We have made no provision for deferred taxes related to these undistributed earnings because they are considered indefinitely reinvested in the foreign jurisdictions.

Debt Obligations

At ~~March 31,~~June 30, 2019, ~~our short term debt consisted of $80 million borrowed~~we had no outstanding borrowings under our Wells Fargo, ~~Revolver and R200 million (approximately $14 million at March 31, 2019 exchange rate) in outstanding borrowings on the~~ Standard Bank ~~Revolver.~~and Emirates revolvers. There were no short term debt balances at December 31, 2018.

At ~~March 31,~~both June 30, 2019 and December 31, 2018, our long-term debt, net of unamortized discount was ~~$3.3 billion and~~ $3.2 ~~billion, respectively.~~billion.

At ~~March 31,~~June 30, 2019 ~~and December 31, 2018,~~ our net debt (the excess of our debt over cash and cash equivalents) was ~~$2.3~~$2.8 billion and at December 31, 2018, our net debt was $2.1 billion, ~~respectively,~~ excluding the $650 million of restricted cash related to the Blocked Term Loan. See Note ~~12,~~13, of notes to unaudited condensed consolidated financial statements.

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Cash Flows

The following table presents cash flow from continuing operations for the periods indicated:

	Six Months Ended June 30,
	2019			2018
	(Millions of U.S. dollars)
Net cash provided by (used in) operating activities	$	133		$	31
Net cash used in investing activities		(991	)		(69	)
Net cash used in financing activities		(417	)		(24	)
Net cash used by discontinued operations		(16	)		—
Effect of exchange rate changes on cash		1			(15	)
Net decrease in cash and cash equivalents	$	(1,290	)	$	(77	)

Three Months Ended March 31,
2019 2018
(Millions of U.S. dollars)
Net cash provided by (used in) operating activities $ 39 $ (4 )
Net cash used in investing activities (50 ) (28 )
Net cash provided by (used in) financing activities 50 (15 )
Effect of exchange rate changes on cash (1 ) 7
Net increase (decrease) in cash and cash equivalents $ 38 $ (40 )

Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net loss from continuing operations adjusted for non-cash ~~expense~~items and changes in working capital items. The following table provides our net cash provided by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018:

	Six Months Ended June 30,
	2019			2018
	(Millions of U.S. dollars)
Net (loss) income from continuing operations	$	(85	)	$	9
Adjustments for non-cash items		230			135
Income related cash generation		145			144
Net change in assets and liabilities (“working capital changes”)		(12	)		(113	)
Net cash provided by our operating activities	$	133		$	31

Three Months Ended March 31,
2019 2018
(Millions of U.S. dollars)
Net loss from operations $ (30 ) $ (41 )
Net adjustments to reconcile net loss to net cash provided by operating activities 62 98
Income related cash generation 32 57
Net change in assets and liabilities (“working capital changes”) 7 (61 )
Net cash provided by our operating activities $ 39 $ (4 )

Net cash provided by operating activities increased by ~~$43~~$102 million as compared to the prior year due to a decrease in cash ~~provided~~used by working capital ~~that was partly offset by lower cash generated by income. The positive impact on~~in the current year period. Lower use of cash from working capital was caused primarily by a ~~$55~~(i) $45 million benefit from reduced inventory levels due to the use of TiO2 inventory to meet seasonal demand, including the inventory of Cristal, (ii) a $19 million lower use of cash for prepaid and other assets primarily related to higher payments in the prior year to secure future supplies of electrodes, and (iii) a $68 million lower use of cash for accounts payable and accrued liabilities due to lower Cristal Transaction costs, higher ~~payments in the prior year related to Cristal transaction costs as well as~~feedstock purchases and timing of ~~payments to vendors, and an $18~~payments. These sources of cash were partially offset by a $14 million ~~lower~~higher use of cash for income taxes and a $10 million higher use of cash due to higher accounts receivable ~~primarily~~balance due to ~~lower sales in~~ the first quarter, as compared to the prior year. These benefits from working capital changes were partially offset by lower cash related income caused primarily by lower sales and gross margins in the current year.increased sales.

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Cash Flows used in Investing Activities — Net cash used in investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2019 was ~~$50~~$991 million as compared to ~~$28~~$69 million for the same period in 2018. The current year includes $1,603 million of cash used to fund the Cristal Transaction, offset by proceeds of $707 million received for the divestiture of Cristal’s North American TiO2 business and $10 million in insurance proceeds received related to Cristal mining (see Notes 1 and 2 of notes to unaudited condensed consolidated financial statements for a discussion of the Cristal Transaction). Both the current year and prior year includes (ii) $25 million and $14 million, respectively, for a loan to AMIC related to the Jazan Slagger, a titanium slag smelter facility (see ~~Note~~Notes 1 and 23 of notes to unaudited condensed consolidated financial statements for a discussion of ~~both Tronox Sands and~~ the Jazan Slagger)., and (ii) $81 million and $55 million, respectively, for capital expenditures.

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Cash Flows provided by (used in) Financing Activities —Net cash ~~provided~~used by financing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2019 was ~~$50~~$417 million as compared to ~~net cash used in financing activities of $15~~$24 million for the ~~three~~six months ended ~~March 31,~~June 30, 2018. The current year includes ~~proceeds~~repurchases of ~~$222~~common stock of $252 million, ~~from the Standard Bank Term Loan and proceeds of $94 million from the Wells Fargo and Standard Bank revolvers. Partially offsetting these sources of cash in the current year was~~ a payment of $148 million for the acquisition of Exxaro’s ownership interest in Tronox Sands (see Note 1 of notes to unaudited condensed consolidated financial statements for a discussion of Tronox Sands) and repayments of ~~$101~~$215 million against our Term Loan Facility. Partially offsetting these uses of cash in the current year were proceeds of $222 million from the Standard Bank Term Loan. For the six months ended June 30, 2018, the net proceeds from the issuance of our Senior Notes due 2026 (including repayments for call premium and debt issuance costs) was slightly less than the repayments of debt as the net proceeds were used to redeem the Senior Notes due 2022.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of ~~March 31,~~June 30, 2019:

	Contractual Obligation Payments Due by Year ⁽³⁾⁽⁴⁾										Contractual Obligation Payments Due by Year ⁽³⁾⁽⁴⁾
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(Millions of U.S. dollars)										(Millions of U.S. dollars)
Long-term debt, net and lease financing (including interest) ⁽¹⁾	$	4,560		353		505		527		3,175	$	4,290		250		509		500		3,031
Purchase obligations ⁽²⁾		348		137		93		54		64		617		251		179		90		97
Operating leases		77		25		34		11		7		106		36		48		13		9
Asset retirement obligations		75		5		4		3		63		173		11		33		23		106
Total	$	5,060		520		636		595		3,309	$	5,186		548		769		626		3,243

⁽¹⁾	We calculated the Term Loan interest at a base rate of ~~2.5%~~2.4% plus a margin of 3.0%. See Note 1213 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 2019. 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.

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Non-U.S. GAAP Financial Measures

EBITDA and Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs, integration costs, purchase accounting adjustments and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs and pension and postretirement costs. Additionally, we exclude from Adjusted EBITDA, realized and unrealized foreign currency remeasurement gains and losses.

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Management believes that EBITDA is 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. 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 and Adjusted EBITDA differently than we do, EBITDA and 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 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 useful information in understanding and evaluating our operating results and comparing financial results across periods; and

Provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring.

Adjusted EBITDA is one of 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.

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The following table reconciles net loss to EBITDA and Adjusted EBITDA for the periods presented:

Three Months Ended
March 31,

2019 2018
(Millions of U.S. Dollars)

Net loss (U.S. GAAP) $ (30 ) $ (41 )
Interest expense 49 49
Interest income (9 ) (8 )
Income tax provision 2 5
Depreciation, depletion and amortization expense 47 48
EBITDA (non-U.S. GAAP) 59 53
Impairment loss ^(a)
— 25
Share based compensation ^(b)
8 7
Transaction costs ^(c)
8 20
Loss on extinguishment of debt ^(d)
2 —
Foreign currency remeasurement ^(e)
(1 ) 10
Other items ^(f)
4 2
Adjusted EBITDA (non-U.S. GAAP) $ 80 117

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(Millions of U.S. dollars)
Net (loss) income (U.S. GAAP)	$	(56	)	$	50		$	(86	)	$	9
Loss from discontinued operations, net of tax (see Note 2) (U.S. GAAP)		(1	)		—			(1	)		—
Net income (loss) from continuing operations (U.S. GAAP).		(55	)		50			(85	)		9
Interest expense		54			48			103			97
Interest income		(3	)		(7	)		(12	)		(15	)
Income tax benefit		(4	)		(27	)		(2	)		(22	)
Depreciation, depletion and amortization expense		84			49			131			97
EBITDA (non-U.S. GAAP)		76			113			135			166
Inventory step-up ^(a)		55			—			55			—
Impairment loss ^(b)		—			—			—			25
Contract loss ^(c)		19			—			19			—
Share-based compensation ^(d)		7			2			15			9
Transaction costs ^(e)		21			27			29			47
Restructuring ^(f)		10			—			10			—
Integration Costs ^(g)		4			—			4			—
Loss on extinguishment of debt ^(h)		—			30			2			30
Foreign currency remeasurement ⁽ⁱ⁾		(3	)		(28	)		(4	)		(18	)
Other items ^(j)		6			4			10			6
Adjusted EBITDA (non-U.S. GAAP)	$	195		$	148		$	275		$	265

^(a)	Represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting.

^(b)

Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in “Impairment loss” in the unaudited Condensed Consolidated Statements of Operations. See Note 45 of Notes to unaudited condensed consolidated financial statements.

^(b)(c)

Represents ~~non-cash share-based compensation.~~a pre-tax charge for the estimated losses we expect to incur under the supply agreement with Venator. See Note 182 of notes to unaudited condensed consolidated financial statements.

^(c)(d)

Represents non-cash share-based compensation. See Note 20 of notes to unaudited condensed consolidated financial statements.

^(e)	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.

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^(d)(f)

Represents amounts for employee-related costs, including severance. See Note 3 of notes to unaudited condensed consolidated financial statements.

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

^(h)

2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver. See Note 1213 of notes to unaudited condensed consolidated financial statements. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due 2022.

England and Wales		98-1467236
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100 Stamford, Connecticut 06901		25 Bury Street, 3rd Floor London SW1Y 2AL, England

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4 3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2633
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3564
Item 4.	Controls and Procedures	3665
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3766
Item 1A.	Risk Factors	3766
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3766
Item 3.	Defaults Upon Senior Securities	3767
Item 4.	Mine Safety Disclosures	3767
Item 5.	Other Information	3767
Item 6.	Exhibits	3868

SIGNATURES		4069

	Page No.

Unaudited Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended ~~March 31,~~June 30, 2019 and 2018	4
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months and Six Months Ended ~~March 31,~~June 30, 2019 and 2018	5
Unaudited Condensed Consolidated Balance Sheets at ~~March 31,~~June 30, 2019 and December 31, 2018	6
Unaudited Condensed Consolidated Statements of Cash Flows for the ~~for the Three~~Six Months Ended ~~March 31,~~June 30, 2019 and 2018	7
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the Three Months and Six Months Ended ~~March 31,~~June 30, 2019 and 2018	8
Notes to Unaudited Condensed Consolidated Financial Statements	9

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2019			2018
Net sales	$	390		$	442		$	791		$	492		$	1,181		$	934
Cost of goods sold		307			327			672			348			979			675
Contract loss								19			—			19			—
Gross profit		83			115			100			144			183			259
Selling, general and administrative expenses		67			76			103			79			170			155
Restructuring								10			—			10			—
Impairment loss		—			25			—			—			—			25
Income from operations		16			14			(13	)		65			3			79
Interest expense		(49	)		(49	)		(54	)		(48	)		(103	)		(97	)
Interest income		9			8			3			7			12			15
Loss on extinguishment of debt		(2	)		—			—			(30	)		(2	)		(30	)
Other expense, net		(2	)		(9	)
Loss before income taxes		(28	)		(36	)
Income tax provision		(2	)		(5	)
Net loss		(30	)		(41	)
Other income (expense), net								5			29			3			20
(Loss) income from continuing operations before income taxes								(59	)		23			(87	)		(13	)
Income tax benefit								4			27			2			22
Net (loss) income from continuing operations								(55	)		50			(85	)		9
Net loss from discontinued operations, net of tax								(1	)		—			(1	)		—
Net (loss) income								(56	)		50			(86	)		9
Net income attributable to noncontrolling interest		4			3			6			14			10			17
Net loss attributable to Tronox Holdings plc	$	(34	)	$	(44	)
Net (loss) income attributable to Tronox Holdings plc							$	(62	)	$	36		$	(96	)	$	(8	)

Net loss per share, basic and diluted	$	(0.27	)	$	(0.36	)

Weighted average shares outstanding, basic and diluted (in thousands)		124,296			122,327
Net (loss) income per share, basic:
Continuing operations							$	(0.41	)	$	0.30		$	(0.69	)	$	(0.07	)
Discontinued operations							$	—		$	—		$	—		$	—
Net (loss) income per share, basic							$	(0.41	)	$	0.30		$	(0.69	)	$	(0.07	)
Net (loss) income per share, diluted:
Continuing operations							$	(0.41	)	$	0.29		$	(0.69	)	$	(0.07	)
Discontinued operations							$	—		$	—		$	—		$	—
Net (loss) income per share, diluted							$	(0.41	)	$	0.29		$	(0.69	)	$	(0.07	)
Weighted average shares outstanding, basic (in thousands)								150,686			123,063			137,569			122,699
Weighted average shares outstanding, diluted (in thousands)								150,686			126,716			137,569			122,699

	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2019			2018
Net loss	$	(30	)	$	(41	)
Net (loss) income							$	(56	)	$	50		$	(86	)	$	9
Other comprehensive income:
Foreign currency translation adjustments		—			59			22			(185	)		22			(126	)
Pension and postretirement plans:
Amortization of unrecognized actuarial losses, net of taxes of nil and less than $1 million for the three months ended March 31, 2019 and 2018, respectively		—			1
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in each of the three and six months ended June 30, 2019 and 2018								1			1			1			2
Fair value of hedges								(1	)		—			(1	)		—
Unrealized gains (losses) on derivative financial instruments (no tax impact)								(22	)		—			(22	)		—

Other comprehensive income		—			60
Other comprehensive (loss) income								—			(184	)		—			(124	)

Total comprehensive (loss) income		(30	)		19
Total comprehensive (loss)								(56	)		(134	)		(86	)		(115	)

Comprehensive income attributable to noncontrolling interest:
Comprehensive (loss) income attributable to noncontrolling interest:
Net income		4			3			6			14			10			17
Foreign currency translation adjustments		11			15			4			(46	)		15			(31	)
Comprehensive income attributable to noncontrolling interest		15			18
Comprehensive (loss) income attributable to noncontrolling interest								10			(32	)		25			(14	)

Comprehensive (loss) income attributable to Tronox Holdings plc	$	(45	)	$	1		$	(66	)	$	(102	)	$	(111	)	$	(101	)

	March 31, 2019			December 31, 2018			June 30, 2019			December 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	1,068		$	1,034		$	397		$	1,034
Restricted cash		666			662			9			662
Accounts receivable, net of allowance for doubtful accounts		300			317			599			317
Inventories, net		486			479			1,097			479
Prepaid and other assets		49			50			156			50
Income taxes receivable		2			2			4			2
Total current assets		2,571			2,544			2,262			2,544
Noncurrent Assets
Property, plant and equipment, net		992			1,004			1,635			1,004
Mineral leaseholds, net		787			796			834			796
Intangible assets, net		169			176			231			176
Lease right of use assets		62			—
Goodwill								68			—
Lease right of use assets, net								93			—
Deferred tax assets		35			37			123			37
Other long-term assets		110			85			170			85
Total assets	$	4,726		$	4,642		$	5,416		$	4,642

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	150		$	133		$	297		$	133
Accrued liabilities		119			140			330			140
Short-term lease liabilities		19			—			30			—
Short-term debt		94			—
Long-term debt due within one year		58			22			58			22
Income taxes payable		2			5			3			5
Total current liabilities		442			300			718			300
Noncurrent Liabilities
Long-term debt, net		3,223			3,139			3,136			3,139
Pension and postretirement healthcare benefits		91			93			146			93
Asset retirement obligations		70			68			163			68
Environmental liabilities								36			1
Long-term lease liabilities		44			—			59			—
Long-term deferred tax liabilities		159			163			175			163
Other long-term liabilities		17			17			54			16
Total liabilities		4,046			3,780			4,487			3,780

Commitments and Contingencies
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 125,738,462 shares issued and outstanding at March 31, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018		1			1
Tronox Holdings plc ordinary shares, par value $0.01 — 144,377,289 shares issued and outstanding at June 30, 2019 and 123,015,301 shares issued and 122,933,845 shares outstanding at December 31, 2018								1			1
Capital in excess of par value		1,584			1,579			1,860			1,579
Accumulated deficit		(397	)		(357	)		(466	)		(357	)
Accumulated other comprehensive loss		(612	)		(540	)		(616	)		(540	)
Total Tronox Holdings plc shareholders’ equity		576			683			779			683
Noncontrolling interest		104			179			150			179
Total equity		680			862			929			862
Total liabilities and equity	$	4,726		$	4,642		$	5,416		$	4,642

	Fair Value
Purchase Price Consideration:
Tronox Holdings plc shares issued		37,580,000
Tronox Holdings plc closing price per share on April 10, 2019	$	14.00
Total fair value of Tronox Holdings plc shares issued at acquisition date	$	526
Cash consideration paid	$	1,603
Liability for additional cash consideration	$	72
Total purchase price	$	2,201

	Fair Value
Fair Value of Assets Acquired:
Accounts receivable	$	231
Inventory		706
Deferred taxes		70
Prepaid and other assets		104
Property, plant and equipment		624
Mineral leaseholds		57
Intangible assets		69
Lease right of use assets		39
Other long-term assets		59
Assets held for sale		807
Goodwill		68
Total assets acquired	$	2,834
Less: Liabilities Assumed
Accounts payable	$	92
Accrued liabilities		127
Short-term lease liabilities		12
Pension and postretirement healthcare benefits		67
Deferred tax liabilities		5
Environmental liabilities		36
Asset retirement obligations		80
Long-term debt		21
Long-term lease liabilities		24
Other long-term liabilities		20
Liabilities held for sale		113
Total liabilities assumed	$	597
Less noncontrolling interest		36
Purchase price	$	2,201

	Employee- Related Costs
Second Quarter 2019 charges	$	10
Cash payments		(6	)
Foreign exchange		-
Balance, June 30, 2019	$	4

	March 31,				Three Months Ended June 30, Shares				Six Months Ended June 30, Shares
	2019		2018		2019		2018		2019		2018
Options		1,307,735		1,707,133		1,269,443		1,328,129		1,269,443		1,328,129
Restricted share units		5,176,210		5,388,754		5,206,611		1,605,156		5,206,611		5,258,259

	March 31, 2019		December 31, 2018		June 30, 2019		December 31, 2018
Raw materials	$	91	$	102	$	267	$	102
Work-in-process		46		43		108		43
Finished goods, net		245		225		528		225
Materials and supplies, net		104		109		194		109
Inventories, net – current	$	486	$	479	$	1,097	$	479

	June 30, 2019		December 31, 2018
Employee-related costs and benefits	$	92	$	69
Payable to Tasnee for Cristal acquisition		72		—
Related party payables		5		—
Interest		16		16
Sales rebates		31		18
Restructuring		4		—
Taxes other than income taxes		26		5
Asset retirement obligations		11		6
Interest rate swaps		22		—
Foreign currency derivatives		—		6
Professional fees and other		51		20
Accrued liabilities	$	330	$	140

Supplemental non cash information:	Six Months Ended June 30, 2019
Investing activities- shares issued in the Cristal acquisition	$	526
Financing activities- debt assumed in the Cristal acquisition	$	20

	Original Principal		Annual Interest Rate			Maturity Date	March 31, 2019			December 31, 2018
Term Loan Facility, net of unamortized discount _{(1) (2)}	$	2,150	Variable			9/22/2024	$	2,019		$	2,119
Senior Notes due 2025		450		5.75	%	10/01/2025		450			450
Senior Notes due 2026		615		6.50	%	4/15/2026		615			615
Standard Bank Term Loan Facility		222	Variable			03/25/2024		222			—
Finance leases								15			16
Long-term debt								3,321			3,200
Less: Long-term debt due within one year								(58	)		(22	)
Debt issuance costs								(40	)		(39	)
Long-term debt, net							$	3,223		$	3,139

	March 31, 2019		December 31, 2018
Term Loan Facility	$	2,013	$	2,074
Standard Bank Term Loan Facility		222		—
Senior Notes due 2025		419		368
Senior Notes due 2026		586		518

	March 31, 2019		Three months ended June 30, 2019		Six months ended June 30, 2019
Operating lease expense	$	7	$	10	$	17

Finance lease expense:
Amortization of right-of-use assets	$	—		—		—
Interest on lease liabilities		1		—		1

Short term lease expense		4		7		11
Variable lease expense		4		8		12
Total lease expense	$	16	$	25	$	41

	~~March 31,~~June 30, 2019
Weighted-average remaining lease term:
Operating leases		~~4.0~~3.9
Finance leases		~~11.3~~11.0

Weighted-average discount rate:
Operating leases		~~9.6~~8.8	%
Finance leases		14.2	%

	Operating Leases			Finance Leases			Operating Leases			Finance Leases
2019	$	19		$	2		$	19		$	2
2020		22			3			33			3
2021		16			3			26			3
2022		8			3			12			3
2023		4			3			5			3
Thereafter		8			17			11			18
Total lease payments		77			31			106			32
Less: imputed interest		(14	)		(16	)		(17	)		(16	)
Present value of lease payments	$	63		$	15		$	89		$	16

	March 31, 2019		June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	7	$	17
Operating cash flows used for finance leases		1		1
Financing cash flows used for finance leases		—		—

	June 30, 2019		December 31, 2018
Current portion included in “Accrued liabilities”	$	11	$	6
Noncurrent portion included in “Asset retirement obligations”		163		68
Asset retirement obligations	$	174	$	74

	Cumulative Translation Adjustment			Pension Liability Adjustment			Total			Cumulative Translation Adjustment			Pension Liability Adjustment			Unrealized Gains (Losses) on Derivatives			Total
Balance, January 1, 2019	$	(445	)	$	(95	)	$	(540	)
Balance, March 31, 2019										$	(517	)	$	(95	)	$	—		$	(612	)
Other comprehensive loss		(11	)		—			(11	)		18			—			(23	)		(5	)
Acquisition of noncontrolling interest		(61	)		—			(61	)
Balance, March 31, 2019	$	(517	)	$	(95	)	$	(612	)
Amounts reclassified from accumulated other comprehensive income											—			1			—			1
Balance, June 30, 2019										$	(499	)	$	(94	)	$	(23	)	$	(616	)

	Three Months Ended March 31,
	2019			2018			Variance
	(Millions of U.S. Dollars)

Net sales	$	390		$	442		$	(52	)
Cost of goods sold		307			327			(20	)
Gross profit		83			115			(32	)
Gross Margin		21	%		26	%	(5) pts

Selling, general and administrative expenses		67			76			(9	)
Impairment loss		—			25			(25	)
Income from operations		16			14			2
Interest expense		(49	)		(49	)		—
Interest income		9			8			1
Loss on extinguishment of debt		(2	)		—			(2	)
Other income (expense), net		(2	)		(9	)		7
Income (loss) from operations before income taxes		(28	)		(36	)		8
Income tax provision		(2	)		(5	)		3
Net income (loss) from operations	$	(30	)	$	(41	)	$	11

Effective tax rate		(7	)%		(14	)%	(7) pts

EBITDA ₍₁₎	$	59		$	53		$	6
Adjusted EBITDA ₍₁₎	$	80		$	117		$	(37	)
Adjusted EBITDA as% of Net Sales		21	%		26	%	(5) pt s

	Pro Forma Three Months Ended June 30,						Pro Forma Six Months Ended June 30,
	2019			2018			2019			2018
	(Millions of U.S. dollars)
Net income (loss) from continuing operations (U.S. GAAP)	$	42		$	120		$	5		$	109

Interest expense		54			53			109			104
Interest income		(3	)		(2	)		(6	)		(6	)
Income tax benefit		(4	)		(24	)		2			(15	)
Depreciation, depletion and amortization expense		87			93			183			184
EBITDA (non-U.S. GAAP)		176			240			293			376
Inventory step-up		—			6			—			61
Impairment loss		—			—			—			25
Share-based compensation		7			2			15			9
Restructuring		10			—			10			—
Integration Costs		4			—			4			—
Loss on extinguishment of debt		—			30			2			30
Foreign currency remeasurement		(3	)		(26	)		(4	)		(16	)
Other items		6			5			21			6
Adjusted EBITDA (non-U.S. GAAP)	$	200		$	257		$	341		$	491

				Pro Forma Adjustments
	Tronox Holdings plc			Cristal ^(a)		Other			Total			Pro Forma
Net sales	$	791		$	36	$	—		$	36		$	827
Cost of goods sold		672			31		(55	)^(b)		(24	)		648
Contract loss		19			—		(19	)^(c)		(19	)		—
Gross profit		100			5		74			79			179
Selling, general and administrative expenses		103			3		(21	)^(d)		(18	)		85
Restructuring		10			—		—			—			10
Income from operations		(13	)		2		95			97			84
Interest expense		(54	)		—		—			—			(54	)
Interest income.		3			—		—			—			3
Loss on extinguishment of debt		—			—		—			—			—
Other income (expense), net		5			—		—			—			5
(Loss) income from continuing operations before income taxes		(59	)		2		95			97			38
Income tax benefit		4			—		—			—			4
(Loss) income from continuing operations		(55	)		2		95			97			42
Net income attributable to noncontrolling interest		6			—		—			—			6
Net (loss) income from continuing operations attributable to Tronox Holdings plc	$	(61	)	$	2	$	95		$	97		$	36

Net (loss) income from continuing operations per share, basic	$	(0.41	)									$	0.23
Net (loss) income from continuing operations per share, diluted	$	(0.41	)									$	0.23

Weighted average shares outstanding, basic (in thousands)		150,866								3,716			154,402
Weighted average shares outstanding, diluted (in thousands)		151,538								3,716			155,254

				Pro Forma Adjustments
	Tronox Holdings plc			Cristal ⁽¹⁾		Other			Total			Pro Forma
Net (loss) income from continuing operations (U.S. GAAP)	$	(55	)	$	2	$	95		$	97		$	42
Interest expense		54			—		—			—			54
Interest income		(3	)		—		—			—			(3	)
Income tax (provision)		(4	)		—		—			—			(4	)
Depreciation, depletion and amortization expense		84			3		—			3			87
EBITDA (non-U.S. GAAP)		76			5		95			100			176
Inventory step-up		55			—		(55	)		(55	)		—
Contract loss		19			—		(19	)		(19	)		—
Share-based compensation		7			—		—			—			7
Transaction costs		21			—		(21	)		(21	)		—
Restructuring		10			—		—			—			10
Integration Costs		4			—		—			—			4
Foreign currency remeasurement		(3	)		—		—			—			(3	)
Other items		6			—		—			—			6
Adjusted EBITDA (non-U.S. GAAP)	$	195		$	5	$	—		$	5		$	200

	(a)			(b)		(c)		(d)

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⁾
May 1, 2019 through May 31, 2019		14,000,000	⁽³⁾	$	14.3185		—		—
								$	100,000,000
June 3, 2019 through June 30, 2019		4,957,098		$	11.26		4,957,098	$	44,198,966
Totals		18,957,098		$	13.52		4,957,098	$	44,198,966

Exhibit No.

~~2.1~~	~~Stock Purchase Agreement, dated as of March 14, 2019, by and among Tronox Limited, INEOS AG and INEOS Joliet US Holdco, LLC~~ ~~(incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on March 19, 2019).~~

~~2.2~~	~~Amendment No. 2 to Transaction Agreement dated March 28, 2019~~ ~~(incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 2, 2019).~~

~~3.1~~	~~Articles of Association of Tronox Holdings plc~~ ~~(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~4.1~~	~~Specimen ordinary share certificate of Tronox Holdings plc~~ ~~(incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~4.2~~	~~First Supplemental Indenture dated as of April 1, 2019 among Tronox Finance plc, the guarantors named therein and Wilmington Trust, National Association, as trustee (filed herewith).~~

~~4.3~~	~~First Supplemental Indenture dated as of April 1, 2019 among Tronox Incorporated, the guarantors named therein and Wilmington Trust, National Association, as trustee (filed herewith).~~

~~4.4~~	~~Shareholders Agreement, dated April 10, 2019~~ ~~(incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on April 11, 2019).~~

~~4.5~~	Second Supplemental Indenture dated as of April 12, 2019 among Tronox Finance plc, the 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 on April 15, 2019).

~~4.6~~	Second Supplemental Indenture dated as of April 12, 2019 among Tronox Incorporated, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed on April 15, 2019).

~~10.1~~	Consent and Amendment No. 2 to the Revolving Syndicated Facility Agreement, dated as of March 22, 2019, among the Company and certain of the Company’s subsidiaries, with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent ~~(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 26, 2019).~~

~~10.2~~	Amendment No. 2 to the First Lien Term Loan Credit Agreement, dated as of March 22, 2019, among Tronox Finance LLC, Tronox Blocked Borrower LLC and certain of the Company’s other subsidiaries, with the lenders party thereto 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 on March 26, 2019).~~

~~10.3~~	~~Shareholder’s Deed by and between Tronox Holdings plc and Exxaro Resources Limited, dated March 22, 2019~~ ~~(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~10.4~~	~~Tronox Holdings plc Amended and Restated Management Equity Incentive Plan~~ ~~(incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~10.5~~	~~Tronox Holdings plc Amended and Restated Annual Bonus Incentive Plan~~ ~~(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~10.6~~	~~Form of Director Deed of Indemnification~~ ~~(incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~10.7~~	Agreement for the Provision of Depositary Services and Custody Services, dated as of March 14, 2019, in respect of Tronox Holdings plc Depositary Receipts among Computershare Trust Company, N.A., Tronox Holdings plc and Exxaro Resources Limited ~~(incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed on March 27, 2019).~~

~~10.8~~	~~Amended and Restated Employment Agreement dated as of March 28, 2019 by and between the Company and Mr. Jeffry Quinn~~ ~~(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 2, 2019).~~

~~10.9~~	Agreement for the Provision of Depositary Services and Custody Services, dated as of April 10, 2019, in respect of Tronox Holdings plc Depositary Receipts among Computershare Trust Company, N.A., Tronox Holdings plc, Cristal~~Inorganic Chemicals Netherlands Coöperatief W.A. and all other holders from time to time of depositary receipts issued in accordance herewith~~ ~~(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 15, 2019).~~

31.1		Rule 13a-14(a) Certification of Jeffry N. Quinn.

31.2		Rule 13a-14(a) Certification of Timothy Carlson.

32.1		Section 1350 Certification for Jeffry N. Quinn.

32.2		Section 1350 Certification for Timothy Carlson.

~~101.INS~~ 101	~~XBRL Instance Document~~	The following financial statements from Tronox Holdings plc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, 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, (iv) Condensed Consolidated Statements of Changes in Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements.

~~101.SCH~~101.INS		XBRL ~~Taxonomy Extension Schema~~Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.LAB~~104	~~XBRL Taxonomy Extension Label Linkbase Document~~

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

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, which has been formatted in Inline XBRL.

Date: ~~May 10,~~August 9, 2019

	TRONOX HOLDINGS PLC (Registrant)

	By:	/s/ Robert Loughran
	Name:	Robert Loughran
	Title:	Vice President, Corporate Controller

	By:	/s/ Timothy Carlson
	Name:	Timothy Carlson
	Title:	Senior Vice President and Chief Financial Officer