TROX Tronox Holdings plc

Item 8.01.

Other Events

Tronox Limited and its subsidiaries (collectively referred to as "Tronox Limited," "we," "us," or "our") is filing this Form 8-K solely to provide additional information and details regarding the revision of previously issued financial statements disclosed in its Quarterly Report on Form 10-Q for the three months ended March 31, 2017 filed with the Securities and Exchange Commission on May 4, 2017 (the "First Quarter Form 10-Q"). During the quarter ended March 31, 2017, we identified a misstatement in our selling, general, and administrative expense for certain prior periods related to a liability resulting from a non-timely filing with a statutory authority. The aggregate misstatement is $11 million, which impacts our previously issued consolidated statements of operations, comprehensive loss, balance sheets and cash flows as of and for the years ended December 31, 2015 and 2016, and the unaudited condensed consolidated financial statements for the third and fourth quarters and corresponding year-to-date periods of 2015, and each quarter and corresponding year-to-date periods of 2016.

In accordance with Staff Accounting Bulletin ("SAB") No. 99, Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements , management evaluated the materiality of the misstatement from qualitative and quantitative perspectives, and concluded that the misstatement was not material to our previously issued annual and interim financial statements. The cumulative amount of the prior period adjustments would have been material to our current statement of operations and comprehensive loss had we made the correction in the current period, and accordingly we will revise our previously issued financial statements to correct this misstatement. In addition, we also corrected the timing of other previously recorded immaterial out-of-period adjustments and will reflect them in the revised prior period financial statements. The previously recorded immaterial out-of-period adjustments include a $6 million decrease to cost of goods sold due to an overstated depreciation expense and a $7 million increase to cost of goods sold related to royalty tax both originating in 2013 and previously recorded as out-of-period corrections in 2014; a $5 million decrease to cost of goods sold that originated in 2012 and was previously recorded as an out-of-period correction in 2014 due to overstated depletion expense; and other miscellaneous immaterial corrections.

The revision associated with our selling, general, and administrative expense  as well as other immaterial adjustments discussed above are filed as Exhibit 99.1 hereto and are incorporated herein by reference. The information in this Form 8-K, including the exhibit should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and subsequent filings made with the U.S. Securities and Exchange Commission.