STAMFORD, Conn., Feb. 17, 2021 /PRNewswire/ --
Fourth Quarter 2020 Highlights:
- Revenue of $783 million
- Income from operations of $94
million; Net income from continuing operations of
$57 million
- Adjusted EBITDA of $204 million;
Adjusted EBITDA margin of 26 percent (Non-GAAP)
- GAAP diluted EPS of $0.31;
Adjusted diluted EPS of $0.19
(Non-GAAP)
- TiO2 selling prices remained level, benefiting from
margin stability initiatives, and sales volumes increased 8 percent
versus fourth quarter 2019 driven by improved market demand
globally
- Zircon volumes increased 48 percent versus fourth quarter 2019
driven primarily by strong demand in China
Full Year 2020 Highlights:
- Revenue of $2,758 million
- Income from operations of $271
million; Net income from continuing operations of
$995 million
- Adjusted EBITDA of $668 million;
Adjusted EBITDA margin of 24 percent (Non-GAAP)
- GAAP diluted income per share from continuing operations of
$6.69; Adjusted diluted EPS of
$0.56 (Non-GAAP)
- Total acquisition synergies of $243
million achieved, exceeding run rate synergy target of
$220 million set at Investor Day in
2019; $193 million reflected in EBITDA, exceeding $183 million target set on third quarter 2020
earnings call
- Cash flow provided by operating activities of $355 million; Free Cash Flow of $160 million (Non-GAAP)
- $200 million discretionary debt
repayment made in December 2020
Debt Repayment, Dividend, and Q1 2021 Outlook:
- $300 million discretionary debt
repayment expected to be made by end of Q1 2021 from cash on the
balance sheet
- Increased annualized dividend to $0.32 per share, equivalent to a 14 percent
increase, effective when the normal first quarter 2021 dividend is
expected to be declared
- Q1 2021 Outlook:
-
- TiO2 sales volumes expected to increase 11-15
percent sequentially from global demand strength
- Q1 2021 Adjusted EBITDA outlook of $200-$210
million
------
Note: For the Company's guidance with respect to first
quarter 2021 Adjusted EBITDA, we are not able to provide without
unreasonable effort the most directly comparable GAAP financial
measure, or reconciliation to such GAAP financial measure, because
certain items that impact such measures are uncertain, out of the
Company's control or cannot be reasonably predicted.
Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the
world's leading integrated manufacturer of titanium dioxide
pigment, today reported its financial results for the quarter
ending December 31, 2020, as
follows:
Summary of Financial Results for the Quarter Ending
December 31, 2020
(Millions of
dollars)
|
Q4
2020
|
Q4
2019
|
Y-o-Y %
∆
|
Q3
2020
|
Q-o-Q %
∆
|
Revenue
|
$783
|
$693
|
13%
|
$675
|
16%
|
TiO2
|
587
|
544
|
8%
|
543
|
8%
|
Zircon
|
94
|
71
|
32%
|
56
|
68%
|
Feedstock and other
products
|
102
|
78
|
31%
|
76
|
34%
|
Net Income from
Continuing Ops
|
57
|
1
|
n/m
|
902
|
n/m
|
Adjusted
EBITDA
|
204
|
156
|
31%
|
148
|
38%
|
Adjusted EBITDA
Margin %
|
26
%
|
23
%
|
3
pts
|
22
%
|
4
pts
|
|
|
|
|
|
|
|
Y-o-Y %
∆
|
|
Q-o-Q %
∆
|
|
Volume
|
Price
|
|
Volume
|
Price
|
TiO2
|
8%
|
0%
|
|
8%
|
0%
|
Local Currency
Basis
|
n/a
|
(2%)
|
|
n/a
|
0%
|
Zircon
|
48%
|
(10%)
|
|
70%
|
(2%)
|
|
|
|
|
|
|
-----
Note: Q4 2019 figures are presented on a pro forma basis for
comparison purposes. Reported figures can be found in the press
release tables at the end of this release.
Tronox's fourth quarter results grew sequentially driven by
significantly improved market conditions in the quarter.
TiO2 volumes increased 8 percent, while pricing remained
unchanged on a U.S. dollar basis, both versus the prior year and
prior quarter. TiO2 sales volumes increased globally
year over year led by South and Central
America, followed by North
America and Europe,
Middle East, and Africa ("EMEA"). Compared to the third
quarter of 2020, sales volumes grew most significantly in
Asia Pacific, followed by South
and Central America, and
EMEA. Zircon revenue increased 32 percent versus the prior
year and 68 percent sequentially, driven primarily by demand
recovery in China and some benefit
from shipment timing compared to the third quarter. Fourth
quarter zircon price was 10 percent lower versus the prior year,
consistent with previous quarters in 2020 due to a pricing decrease
in the first quarter of 2020, and 2 percent lower versus the third
quarter. Feedstock and other products revenues improved
sequentially due to improved pig iron sales. For the quarter,
Tronox delivered Adjusted EBITDA of $204
million and an Adjusted EBITDA margin of 26 percent, driven
by improved sales volumes, synergies, and favorable exchange rates,
partially offset by increased production costs, when compared to
Adjusted EBITDA in Q4 2019 of $156
million. Acquisition synergies totaled $243 million in 2020, with $193 million
reflected in full year Adjusted EBITDA.
Commenting on these results, John D.
Romano, co-chief executive officer on an interim basis,
stated, "As previewed in our earnings pre-release in January,
Tronox delivered exceptional results in the fourth quarter, with
the highest Adjusted EBITDA results since closing the Cristal
acquisition. Driving these results is a significant recovery
across all products, end markets, and geographies across our
portfolio. As we have entered 2021, market demand for
TiO2 and Zircon remains strong. Due to the
favorable market trajectory, we anticipate TiO2 sales
volumes to increase 11-15 percent sequentially in Q1 2021."
Jean-François Turgeon, co-chief executive officer on an interim
basis, added, "Throughout the global pandemic, we have focused on
three priorities: the safety, health and well-being of our
employees and their families; operating safely in all respects
while managing our ongoing operations; and protecting, preserving,
and strengthening our business and laying the foundation for the
future. I am proud to say that, despite the numerous
challenges presented by COVID-19, we achieved a record-breaking
year for safety in 2020, an incredible accomplishment attributable
to the unrelenting focus by the Tronox team. John and I want
to thank our employees for their continued commitment to safety
during these challenging times. I am also extremely pleased
with the accomplishments of the organization in once again
over-delivering on our synergy targets. We delivered
$243 million in total acquisition
synergies in 2020, exceeding the $220
million run rate synergy target we set for 2022 at our
Investor Day in 2019, and there are additional synergies that will
be realized in 2021. Continued delivery of incremental
synergies combined with the momentum on the commercial side of the
business we anticipate will result in Q1 2021 Adjusted EBITDA of
$200-$210
million."
Mr. Romano added, "We ended the year with $3.3 billion in debt. In addition to the
$200 million discretionary debt
repayment we made in December, we intend to repay an additional
$300 million of debt by the end of
the first quarter from cash on the balance sheet. We remain
committed to deleveraging and reducing our gross debt to
$2.5 billion and anticipate achieving
this by 2023. Synergies from the Cristal transaction, prudent
capital spending, and focused working capital management allowed us
to generate $160 million in free cash
flow during a very difficult year that brought many challenges due
to the global pandemic. Our differentiated vertically
integrated global manufacturing platform provided us with a number
of levers to generate cash in 2020, including reducing planned
capital expenditures by $80 million,
and will enable us to optimize our financial performance during the
market recovery."
Mr. Turgeon concluded, "We will remain focused on realizing the
benefits from our vertically integrated business model. In
2021, this will also encompass two key capital projects: newTRON,
our multi-year, global digital transformation project; and the
Atlas Campaspe mine development project, which will strengthen our
vertical integration by providing a future source of high-titanium
content ilmenite, natural rutile, and zircon, while allowing us to
further unlock the value of our enterprise and improve our return
on capital to shareholders. We have emerged from 2020 a more
resilient company and are confident our vertically integrated
business model will continue to differentiate Tronox and enable
continued outperformance of industry peers."
Financial Summary for the Quarter Ending December 31, 2020
Tronox reported revenue was $783
million for the fourth quarter 2020, an increase of 13
percent, compared to fourth quarter 2019 revenues of $693 million. Income from operations was
$94 million compared to $50 million in the year-ago quarter. Net
income attributable to Tronox was $45
million, or $0.31 per diluted
share, compared to a net loss attributable to Tronox of
$4 million, or $0.03 per diluted share, in the year-ago
quarter. Net income attributable to Tronox in the fourth
quarter of 2020 included transaction costs related to the
acquisition of TiZir Titanium and Iron ("TTI"), a net release of
tax valuation allowances, and other adjustments that, combined,
totaled $17 million or $0.12 per
diluted share. Excluding these items, adjusted net income
attributable to Tronox (Non-GAAP) was $28
million, or $0.19 per diluted
share. Adjusted EBITDA of $204
million increased 31 percent compared to $156 million in the prior-year quarter.
Fourth Quarter 2020 vs. Fourth Quarter 2019
- Revenue of $783 million increased
13 percent compared to $693
million
- TiO2 sales of $587
million increased 8 percent compared to $544 million; sales volumes increased 8 percent
versus the year ago quarter driven by market recovery and a
positive deviation from normal seasonal trends; selling prices
remain unchanged on a U.S. dollar basis and declined 2 percent on a
local currency basis year over year
- Zircon sales of $94 million
increased 32 percent from $71
million; sales volumes improved 48 percent primarily due to
demand recovery in China while
selling prices were 10 percent lower
- Feedstock and other products sales of $102 million increased 31 percent from
$78 million due to improved pig iron
demand
- Adjusted EBITDA of $204 million
increased 31 percent compared to $156
million, driven primarily by higher sales volumes,
acquisition synergies, and favorable exchange rates, partially
offset by lower pricing and increased production costs due to
higher fixed cost absorption; includes $4
million of reimbursement from claims related to the Ginkgo
concentrator failure we inherited as part of the Cristal
transaction
- Selling, general and administrative ("SG&A") expenses were
$84 million compared to $92 million
- Interest expense of $49 million
increased from $47 million in the
year-ago quarter
-----
Note: Q4 2019 figures are presented on a pro forma basis for
comparison purposes. Reported figures can be found in the press
release tables at the end of this release.
Fourth Quarter 2020 vs. Third Quarter 2020
- Revenue of $783 million increased
16 percent compared to $675
million
- TiO2 sales of $587
million increased 8 percent compared to $543 million; sales volumes increased 8 percent
driven by continued recovery across all markets and geographies and
a positive deviation from normal seasonal trends; selling prices
remained level sequentially on both a U.S. dollar and local
basis
- Zircon sales of $94 million
increased 68 percent from $56
million, driven by a 70 percent increase in sales volumes
due to demand recovery in China
and some benefit from shipment timing between quarters while
selling prices declined 2 percent
- Feedstock and other products sales of $102 million increased 34 percent compared to
$76 million, due to improved sales
volumes of pig iron
- Adjusted EBITDA of $204 million
increased 38 percent compared to $148
million, driven primarily by improved sales volumes,
improved production costs, and synergies, partially offset by
exchange rate headwinds; includes $4
million of reimbursement from claims related to the Ginkgo
concentrator failure we inherited as part of the Cristal
transaction
- SG&A expenses were $84
million compared to $89
million
- Interest expense was $49 million
compared to $48 million
Other Financial Information
- As of December 31, 2020, debt was
$3.3 billion and debt, net of cash
and cash equivalents was $2.7
billion
- Liquidity was $1.0 billion as of
December 31, 2020, comprised of cash
and cash equivalents of $619 million
and $422 million available under
revolving credit agreements
- Restricted cash of $29 million
includes $18 million which was
released as a break fee in January
2021 related to the TTI acquisition
- FY 2020 capital expenditures were $195 million
- FY 2020 depreciation, depletion and amortization expense was
$304 million
- Free Cash Flow for the year was $160
million
Financial Summary for the Year Ending December 31, 2020
Tronox reported revenue of $2,758
million for 2020, an increase of 4 percent from $2,642 million in 2019 on a reported basis.
Income from operations of $271
million compared to $95
million in the year-ago period on a reported basis.
Net income from continuing operations attributable to Tronox of
$969 million, or $6.69 per diluted share, compared to a net loss
from continuing operations attributable to Tronox of $114 million, or $0.81 per diluted share, in the year-ago period
on a reported basis. Net income from continuing operations
attributable to Tronox in 2020 included a net release of tax
valuation allowances and a pension curtailment gain, partially
offset by transaction costs related to the TTI acquisition,
restructuring and integration costs, loss on extinguishment of
debt, and other charges that, combined, totaled $888 million or $6.13 per diluted share. Excluding these items,
adjusted net income from continuing operations attributable to
Tronox (Non-GAAP) was $81 million, or
$0.56 per diluted share.
Adjusted EBITDA of $668 million
increased 9 percent compared to $615
million in the prior year on a reported basis.
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, February 18, 2021, at 8:00 a.m. ET (New
York). The live call is open to the public via
internet broadcast and telephone.
Internet Broadcast:
http://investor.tronox.com
Dial-in Telephone Numbers:
United States: +1.866.270.1533
International: +1.412.317.0797
Conference Call Presentation Slides will be used during
the conference call and will be available on our website:
http://investor.tronox.com
Conference Call Replay: Available via the internet and
telephone beginning on February 18,
2021, 1:00 p.m. ET
(New York), until February 23, 5:00 p.m.
ET (New York)
Internet Replay: http://investor.tronox.com
Replay Dial-in Telephone Numbers:
United States: +1.877.344.7529
International: +1.412.317.0088
Replay Access Code: 10151992
Upcoming Conferences
During the first quarter 2021, a member of management is
scheduled to present at the following conferences:
- Alembic Global Advisors Chemical & Industrial Conference
(Virtual), February 26, 2021
- NYSE Basic Materials Access Day (Virtual), March 9, 2021
- Fermium ESG Forum (Virtual), March 24,
2021
Accompanying conference and meeting materials will be available
at http://investor.tronox.com
About Tronox
Tronox Holdings plc is one of the world's leading producers of
high-quality titanium products, including titanium dioxide pigment,
specialty-grade titanium dioxide products and high-purity titanium
chemicals; and zircon. We mine titanium-bearing mineral sands and
operate upgrading facilities that produce high-grade titanium
feedstock materials, pig iron and other minerals. With nearly 7,000
employees across six continents, our rich diversity, unmatched
vertical integration model, and unparalleled operational and
technical expertise across the value chain, position Tronox as the
preeminent titanium dioxide producer in the world. For more
information about how our products add brightness and durability to
paints, plastics, paper and other everyday products, visit
tronox.com.
Cautionary Statement about Forward-Looking Statements
Statements in this release that are not historical are
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements, which are subject to known and unknown risks,
uncertainties and assumptions about us, may include projections of
our future financial performance including the effects of the
COVID-19 pandemic and anticipated synergies based on our growth and
other strategies, anticipated completion of extensions and upgrades
to our mining and operations, and anticipated trends in our
business. These statements are only predictions based on our
current expectations and projections about future events. There are
important factors that could cause our actual results, level of
activity, performance, actual synergies, or achievements to differ
materially from the results, level of activity, performance,
anticipated synergies or achievements expressed or implied by the
forward-looking statements. Significant risks and uncertainties may
relate to, but are not limited to, business and market disruptions
related to the COVID-19 pandemic, market conditions and price
volatility for titanium dioxide, zircon and other feedstock
materials, as well as global and regional economic downturns,
including as a result of the COVID-19 pandemic, that adversely
affect the demand for our end-use products; disruptions in
production at our mining and manufacturing facilities; and other
financial, economic, competitive, environmental, political, legal
and regulatory factors. These and other risk factors are discussed
in the Company's filings with the Securities and Exchange
Commission (SEC).
Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time,
and it is not possible for our management to predict all risks and
uncertainties, nor can management assess the impact of all factors
on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Although we
believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
level of activity, performance, synergies or achievements. Neither
we nor any other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements. You should
not rely upon forward-looking statements as predictions of future
events. Unless otherwise required by applicable laws, we undertake
no obligation to update or revise any forward-looking statements,
whether because of new information or future developments.
Use of Non-GAAP Information
To provide investors and others with additional information
regarding the financial results of Tronox Holdings plc, we have
disclosed in this release certain non-U.S. GAAP operating
performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA
margin and Adjusted net loss attributable to Tronox, including its
presentation on a per share basis, and a non-U.S. GAAP liquidity
measure of Free Cash Flow. These non-U.S. GAAP financial
measures are a supplement to and not a substitute for or superior
to, the Company's results presented in accordance with U.S.
GAAP. The non-U.S. GAAP financial measures presented by the
Company may be different from non-U.S. GAAP financial measures
presented by other companies. Specifically, the Company believes
the non-U.S. GAAP information provides useful measures to investors
regarding the Company's financial performance by excluding certain
costs and expenses that the Company believes are not indicative of
its core operating results. The presentation of these
non-U.S. GAAP financial measures is not meant to be considered in
isolation or as a substitute for results or guidance prepared and
presented in accordance with U.S. GAAP. A reconciliation of
the non-U.S. GAAP financial measures to U.S. GAAP results is
included herein.
Unaudited Pro Forma Financial 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 the fourth quarter and full year 2020 compared to the fourth
quarter and full year 2019. Since Tronox and Cristal have combined
their respective businesses effective with the merger date of
April 10, 2019, the three and twelve
months ended December 31, 2020
reflect the results of the combined business, while the three and
twelve months ended December 31, 2019
reflect the results of the combined business from April 10, 2019. To assist with a discussion of
the fourth quarter and full year 2020 and the fourth quarter and
full year 2019 results on a comparable basis, certain supplemental
unaudited pro forma income statement and Adjusted EBITDA
information is provided on a consolidated basis and is referred to
as "pro forma information." 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 business
combination or any related restructuring costs.
Media Contact: Melissa Zona
+1.636.751.4057
Investor Contact: Jennifer
Guenther
+1.646.960.6598
TRONOX HOLDINGS
PLC
|
CONSOLIDATED
STATEMENTS OF OPERATIONS (U.S. GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
Year Ended
December 31,
|
|
2020
|
2019
|
2020
|
2019
|
Net
sales
|
$
783
|
$
693
|
$
2,758
|
$
2,642
|
Cost of goods
sold
|
605
|
545
|
2,137
|
2,159
|
Contract
loss
|
-
|
-
|
-
|
19
|
Gross
profit
|
178
|
148
|
621
|
464
|
Selling, general and
administrative expenses
|
84
|
95
|
347
|
347
|
Restructuring
|
-
|
9
|
3
|
22
|
Income from
operations
|
94
|
44
|
271
|
95
|
Interest
expense
|
(49)
|
(47)
|
(189)
|
(201)
|
Interest
income
|
2
|
2
|
8
|
18
|
Loss on
extinguishment of debt
|
(2)
|
(1)
|
(2)
|
(3)
|
Other income
(expense), net
|
7
|
1
|
26
|
3
|
Income (loss) from
continuing operations before income taxes
|
52
|
(1)
|
114
|
(88)
|
Income tax benefit
(provision)
|
5
|
(4)
|
881
|
(14)
|
Net income (loss)
from continuing operations
|
57
|
(5)
|
995
|
(102)
|
Net income from
discontinued operations, net of tax
|
-
|
-
|
-
|
5
|
Net income
(loss)
|
57
|
(5)
|
995
|
(97)
|
Net income
attributable to noncontrolling interest
|
12
|
(5)
|
26
|
12
|
Net income (loss)
attributable to Tronox Holdings plc
|
$
45
|
$
-
|
$
969
|
$
(109)
|
|
|
|
|
|
Net income (loss)
per share, basic:
|
|
|
|
|
Continuing
operations
|
$
0.31
|
$
-
|
$
6.76
|
$
(0.81)
|
Discontinued
operations
|
$
-
|
$
-
|
$
-
|
$
0.03
|
Net income (loss)
per share, basic
|
$
0.31
|
$
-
|
$
6.76
|
$
(0.78)
|
|
|
|
|
|
Net income (loss)
per share, diluted:
|
|
|
|
|
Continuing
operations
|
$
0.31
|
$
-
|
$
6.69
|
$
(0.81)
|
Discontinued
operations
|
$
-
|
$
-
|
$
-
|
$
0.03
|
Net income (loss)
per share, diluted
|
$
0.31
|
$
-
|
$
6.69
|
$
(0.78)
|
|
|
|
|
|
Weighted average
shares outstanding, basic (in thousands)
|
143,621
|
141,923
|
143,355
|
139,859
|
Weighted average
shares outstanding, diluted (in thousands)
|
147,254
|
141,923
|
144,906
|
139,859
|
|
|
|
|
|
Other Operating
Data:
|
|
|
|
|
Capital
expenditures
|
66
|
58
|
195
|
198
|
Depreciation,
depletion and amortization expense
|
85
|
75
|
304
|
280
|
|
|
|
|
|
TRONOX HOLDINGS
PLC
|
RECONCILIATION OF
NON-U.S. GAAP FINANCIAL MEASURES
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
|
RECONCILIATION OF
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (U.S. GAAP)
|
TO ADJUSTED NET
INCOME FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (NON-U.S. GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to Tronox Holdings plc (U.S. GAAP)
|
$
45
|
|
$
-
|
|
$
969
|
|
$
(109)
|
Net income from
discontinued operations, net of tax (U.S. GAAP)
|
-
|
|
-
|
|
-
|
|
5
|
Net income (loss)
from continuing operations attributable to Tronox Holdings plc
(U.S. GAAP)
|
$
45
|
|
$
-
|
|
$
969
|
|
$
(114)
|
Inventory step-up
(a)
|
-
|
|
2
|
|
-
|
|
91
|
Contract loss
(b)
|
-
|
|
-
|
|
-
|
|
14
|
Transaction costs
(c)
|
4
|
|
3
|
|
14
|
|
32
|
Restructuring
(d)
|
-
|
|
8
|
|
3
|
|
21
|
Integration costs
(e)
|
-
|
|
8
|
|
10
|
|
16
|
Loss on
extinguishment of debt (f)
|
2
|
|
1
|
|
2
|
|
3
|
Pension settlement
and curtailment gains (g)
|
(2)
|
|
(1)
|
|
(2)
|
|
(1)
|
Insurance proceeds
(h)
|
(8)
|
|
-
|
|
(11)
|
|
-
|
Other (i)
|
2
|
|
-
|
|
4
|
|
-
|
Tax valuation
allowance (j)
|
(10)
|
|
-
|
|
(903)
|
|
-
|
Charge for capital
gains tax payment to Exxaro (k)
|
-
|
|
(2)
|
|
-
|
|
4
|
Income tax expense -
deferred tax assets (l)
|
(5)
|
|
-
|
|
(5)
|
|
-
|
Adjusted net income
from continuing operations attributable to Tronox Holdings plc
(non-U.S. GAAP) (1)(2)
|
$
28
|
|
$
19
|
|
$
81
|
|
$
66
|
|
|
|
|
|
|
|
|
Diluted net income
(loss) per share from continuing operations (U.S. GAAP)
|
$
0.31
|
|
$
-
|
|
$
6.69
|
|
$
(0.81)
|
|
|
|
|
|
|
|
|
Inventory step-up,
per share
|
-
|
|
0.01
|
|
-
|
|
0.65
|
Contract loss, per
share
|
-
|
|
-
|
|
-
|
|
0.10
|
Transaction costs,
per share
|
0.03
|
|
0.02
|
|
0.10
|
|
0.23
|
Restructuring, per
share
|
-
|
|
0.06
|
|
0.02
|
|
0.15
|
Integration costs,
per share
|
-
|
|
0.06
|
|
0.07
|
|
0.11
|
Loss on
extinguishment of debt, per share
|
0.01
|
|
0.01
|
|
0.01
|
|
0.02
|
Pension settlement
and curtailment gains, per share
|
(0.01)
|
|
(0.01)
|
|
(0.01)
|
|
(0.01)
|
Insurance proceeds,
per share
|
(0.05)
|
|
-
|
|
(0.08)
|
|
-
|
Other, per
share
|
0.01
|
|
-
|
|
0.03
|
|
-
|
Tax valuation
allowance, per share
|
(0.07)
|
|
-
|
|
(6.24)
|
|
-
|
Charge for capital
gains tax payment to Exxaro, per share
|
-
|
|
(0.01)
|
|
-
|
|
0.03
|
Income tax expense -
deferred tax assets, per share
|
(0.04)
|
|
-
|
|
(0.03)
|
|
-
|
Diluted adjusted net
income per share from continuing operations attributable to Tronox
Holdings plc (non-U.S. GAAP)
|
$
0.19
|
|
$
0.14
|
|
$
0.56
|
|
$
0.47
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
147,254
|
|
143,124
|
|
144,906
|
|
140,961
|
|
|
|
|
|
|
|
|
(a)
|
Represents a
net-of-tax charge related to the recognition of a step-up in value
of inventories as a result of purchase accounting.
|
(b)
|
Represents a
net-of-tax charge for the estimated losses we expect to incur under
the supply agreement with Venator which was recorded in "Contract
loss" in our Consolidated Statements of Operations.
|
(c)
|
Represents
transaction costs primarily associated with the Cristal Transaction
in 2019 and TTI Transaction in 2020 which were recorded in
"Selling, general and administrative expenses" in the unaudited
Consolidated Statements of Operations.
|
(d)
|
Represents amounts
for employee-related costs, including severance, net of
tax.
|
(e)
|
Represents
Integration costs associated with the Cristal acquisition after the
acquisition which were recorded in "Selling, general and
administrative expenses" in the unaudited Consolidated Statements
of Operations, net of tax.
|
(f)
|
2020 amount
represents a voluntary prepyament made on the Term Loan Facility.
2019 amounts represent the loss in connection with the modification
of the Wells Fargo Revolver and termination of the ABSA Revolver
and a voluntary prepayment made on the Term Loan
Facility.
|
(g)
|
2020 amount
represents a curtailment gain due to the freezing of plan benefits
partially offset by pension settlements. 2019 amount represents
settlement gain related to the U.S. Pension Plan (acquired as part
of the Cristal Transaction).
|
(h)
|
2020 amount
represents reimbursement from claims related to the Ginkgo
concentrator failure we inherited as a part of the Cristal
Transaction.
|
(i)
|
Represents other
activity not representative of ongoing operations of the
Company.
|
(j)
|
Represents the
following items: i) the reversal of the tax valuation allowance of
$909 million ($895 million in the third quarter of 2020, $14
million in the fourth quarter of 2020) associated with unlimited
lived deferred tax assets within our U.S. jurisdiction, ii) the
reversal of the tax valuation allowance of $6 million attributable
to our operating subsidiary in Brazil, net of minority interest,
during the fourth quarter of 2020 iii) a full valuation allowance
of $2 million established against the deferred tax assets within
our Saudi Arabia jurisdiction during the second quarter of 2020,
and iv) a full valuation allowance of $10 million established
against the deferred tax assets within our UK jurisdiction during
the fourth quarter of 2020.
|
(k)
|
Represents the
expected payment to Exxaro for capital gains tax on the disposal of
its ordinary shares in Tronox Holding plc included in "Other
expense, net" in the unaudited Consolidated Statements of
Operations.
|
(l)
|
Represents a charge
to tax expense for the impact on deferred tax assets from a change
in tax rates in a foreign tax jurisdiction.
|
|
|
(1)
|
Only the
restructuring, integration costs, inventory step-up and contract
loss amounts have been tax impacted. No income tax impacts have
been given to other items as they were recorded in jurisdictions
with full valuation allowances.
|
(2)
|
While no previously
reported quarter-to-date figures were impacted, during the
preparation of the fourth quarter results, it was identified that
certain clerical errors occurred in compilation of the nine months
ended September 30, 2020 figures. These items impacted both
Adjusted net income attributable to Tronox Holdings plc (non-U.S.
GAAP) and related per share data for only the nine-month period
ended September 30, 2020 included in third quarter earnings
released filed on form 8-k on October 29, 2020. Subsequent to
correcting these items, Adjusted net income attributable to Tronox
Holdings plc (non-U.S. GAAP) and related per share data for the
nine months ended September 30, 2020 is $53 million and $0.37
respectively.
|
TRONOX HOLDINGS
PLC
|
CONSOLIDATED
BALANCE SHEETS
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
December 31,
2020
|
December 31,
2019
|
ASSETS
|
|
|
Current
Assets
|
|
|
Cash and cash
equivalents
|
$
619
|
$
302
|
Restricted
cash
|
29
|
9
|
Accounts receivable
(net of allowance of $5 in 2020 and $5 in 2019)
|
540
|
482
|
Inventories,
net
|
1,137
|
1,131
|
Prepaid and other
assets
|
200
|
143
|
Income taxes
receivable
|
4
|
6
|
Total current
assets
|
2,529
|
2,073
|
Noncurrent
Assets
|
|
|
Property, plant and
equipment, net
|
1,759
|
1,762
|
Mineral leaseholds,
net
|
803
|
852
|
Intangible assets,
net
|
201
|
208
|
Lease right of use
assets, net
|
81
|
101
|
Deferred tax
assets
|
1,020
|
110
|
Other long-term
assets
|
175
|
162
|
Total
assets
|
$
6,568
|
$
5,268
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
Current
Liabilities
|
|
|
Accounts
payable
|
$
356
|
$
342
|
Accrued
liabilities
|
350
|
283
|
Short-term lease
liabilities
|
39
|
38
|
Long-term debt due
within one year
|
58
|
38
|
Income taxes
payable
|
2
|
1
|
Total current
liabilities
|
805
|
702
|
Noncurrent
Liabilities
|
|
|
Long-term debt,
net
|
$
3,263
|
$
2,988
|
Pension and
postretirement healthcare benefits
|
146
|
160
|
Asset retirement
obligations
|
157
|
142
|
Environmental
liabilities
|
67
|
65
|
Long-term lease
liabilities
|
41
|
62
|
Deferred tax
liabilities
|
176
|
184
|
Other long-term
liabilities
|
42
|
49
|
Total
liabilities
|
4,697
|
4,352
|
|
|
|
Commitments and
Contingencies
|
|
|
Shareholders'
Equity
|
|
|
Tronox Holdings plc
ordinary shares, par value $0.01 — 143,557,479 shares issued
and
outstanding at December 31, 2020 and 141,900,459 shares issued and
outstanding at December
31, 2019
|
1
|
1
|
Capital in excess of
par value
|
1,873
|
1,846
|
Retained Earnings
(accumulated deficit)
|
434
|
(493)
|
Accumulated other
comprehensive loss
|
(610)
|
(606)
|
Total Tronox
Holdings plc shareholders' equity
|
1,698
|
748
|
Noncontrolling
interest
|
173
|
168
|
Total
equity
|
1,871
|
916
|
Total liabilities
and equity
|
$
6,568
|
$
5,268
|
|
|
|
TRONOX HOLDINGS
PLC
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
2020
|
2019
|
Cash Flows from
Operating Activities:
|
|
|
Net (loss)
income
|
$
995
|
$
(97)
|
Net income (loss)
from discontinued operations, net of tax
|
-
|
$
5
|
Net (loss) income
from continuing operations
|
$
995
|
$
(102)
|
Adjustments to
reconcile net (loss) income from continuing operations to net
cash provided by
operating activities, continuing operations:
|
|
|
Depreciation,
depletion and amortization
|
304
|
280
|
Deferred income
taxes
|
(899)
|
(9)
|
Share-based
compensation expense
|
30
|
32
|
Amortization of
deferred debt issuance costs and discount on debt
|
10
|
8
|
Loss on
extinguishment of debt
|
2
|
3
|
Contract
loss
|
-
|
19
|
Impairment
loss
|
-
|
-
|
Acquired inventory
step-up recognized in earnings
|
-
|
98
|
Other non-cash
affecting net income (loss)
|
65
|
25
|
Changes in assets and
liabilities:
|
|
|
(Increase) decrease
in accounts receivable, net
|
(49)
|
78
|
(Increase) decrease
in inventories, net
|
(21)
|
(59)
|
(Increase) decrease
in prepaid and other assets
|
(29)
|
20
|
Increase (decrease)
in accounts payable and accrued liabilities
|
17
|
67
|
Net changes in income
tax payables and receivables
|
(2)
|
(13)
|
Changes in other
non-current assets and liabilities
|
(68)
|
(35)
|
Cash provided by
operating activities – continuing operations
|
355
|
412
|
|
|
|
Cash Flows from
Investing Activities:
|
|
|
Capital
expenditures
|
(195)
|
(198)
|
Cristal
Acquisition
|
-
|
(1,675)
|
Proceeds from sale of
Ashtabula
|
-
|
701
|
Insurance
proceeds
|
1
|
10
|
Proceeds from sale of
businesses
|
-
|
-
|
Loans
|
(36)
|
(25)
|
Proceeds from the
sale of assets
|
1
|
2
|
Cash used in
investing activities – continuing operations
|
(229)
|
(1,185)
|
|
|
|
Cash Flows from
Financing Activities:
|
|
|
Repayments of
short-term debt
|
(13)
|
0
|
Repayments of
long-term debt
|
(233)
|
(387)
|
Proceeds from
short-term debt
|
13
|
-
|
Proceeds from
long-term debt
|
500
|
222
|
Repurchase of common
stock
|
-
|
(288)
|
Acquisition of
noncontrolling interest
|
-
|
(148)
|
Debt issuance
costs
|
(10)
|
(4)
|
Call premium
paid
|
-
|
-
|
Dividends
paid
|
(40)
|
(27)
|
Restricted stock and
performance-based shares settled in cash for taxes
|
(3)
|
(6)
|
Proceeds from the
exercise of warrants and options
|
-
|
-
|
Cash provided by
(used in) financing activities – continuing operations
|
214
|
(638)
|
|
|
|
Discontinued
Operations:
|
|
|
Cash provided by
operating activities
|
-
|
29
|
Cash used in
investing activities
|
-
|
(1)
|
Net cash flows
provided by discontinued operations
|
-
|
28
|
|
|
|
Effects of
exchange rate changes on cash and cash equivalents and restricted
cash
|
(3)
|
(2)
|
|
|
|
Net increase
(decrease) in cash and cash equivalents and restricted
cash
|
337
|
(1,385)
|
Cash and cash
equivalents and restricted cash at beginning of
period
|
311
|
1,696
|
Cash and cash
equivalents and restricted cash at end of period - continuing
operations
|
$
648
|
$
311
|
|
|
|
TRONOX HOLDINGS
PLC
|
RECONCILIATION OF
NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S.
GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
2020
|
2019
|
|
2020
|
2019
|
|
|
|
|
|
|
Net income (loss)
(U.S. GAAP)
|
$
57
|
$
(5)
|
|
$
995
|
$
(97)
|
Income from
discontinued operations, net of tax (U.S. GAAP)
|
-
|
-
|
|
-
|
5
|
Net income (loss)
from continuing operations (U.S. GAAP)
|
$
57
|
$
(5)
|
|
$
995
|
$
(102)
|
Interest
expense
|
49
|
47
|
|
189
|
201
|
Interest
income
|
(2)
|
(2)
|
|
(8)
|
(18)
|
Income tax provision
(benefit)
|
(5)
|
4
|
|
(881)
|
14
|
Depreciation,
depletion and amortization expense
|
85
|
75
|
|
304
|
280
|
EBITDA (non-U.S.
GAAP)
|
184
|
119
|
|
599
|
375
|
Inventory step-up
(a)
|
-
|
3
|
|
-
|
98
|
Contract loss
(b)
|
-
|
-
|
|
-
|
19
|
Share-based
compensation (c)
|
11
|
8
|
|
30
|
32
|
Transaction costs
(d)
|
4
|
3
|
|
14
|
32
|
Restructuring
(e)
|
-
|
9
|
|
3
|
22
|
Integration costs
(f)
|
-
|
8
|
|
10
|
16
|
Loss on extinguishment
of debt (g)
|
2
|
1
|
|
2
|
3
|
Foreign currency
remeasurement (h)
|
6
|
(1)
|
|
(4)
|
(6)
|
Pension settlement and
curtailment gains (i)
|
(2)
|
(1)
|
|
(2)
|
(1)
|
Charge for capital
gains tax payment to Exxaro (j)
|
-
|
(2)
|
|
-
|
4
|
Insurance
proceeds(k)
|
(8)
|
-
|
|
(11)
|
-
|
Other items
(l)
|
7
|
9
|
|
27
|
21
|
Adjusted EBITDA
(non-U.S. GAAP)
|
$
204
|
$
156
|
|
$
668
|
$
615
|
|
|
|
|
|
|
(a)
|
2019 amount
represents a pre-tax charge related to the recognition of a step-up
in value of inventories as a result of purchase
accounting.
|
(b)
|
2019 amount
represents a pre-tax charge for the estimated losses we expect to
incur under the supply agreement with Venator.
|
(c)
|
Represents non-cash
share-based compensation.
|
(d) 2
|
020 and 2019 amounts
represent transaction costs associated with the TTI Transaction and
Cristal Transaction, respectively, which were recorded in "Selling,
general and administrative expenses" in the unaudited Consolidated
Statements of Operations.
|
(e)
|
Represents amounts
for employee-related costs, including severance.
|
(f)
|
Represents
integration costs associated with the Cristal acquisition after the
acquisition which were recorded in "Selling, general and
administrative expenses" in the unaudited Consolidated Statements
of Operations.
|
(g)
|
2020 amount
represents the loss in connection with the voluntary prepayment of
our Term Loan Facility. 2019 amount represents the loss in
connection with the modification of the Wells Fargo Revolver and
termination of the ABSA Revolver and a voluntary prepayment on our
Term Loan Facility.
|
(h)
|
Represents realized
and unrealized gains and losses associated with foreign currency
remeasurement related to third-party and intercompany receivables
and liabilities denominated in a currency other than the functional
currency of the entity holding them, which are included in "Other
income (expense), net" in the unaudited Consolidated Statements of
Operations.
|
(i)
|
2020 amount
represents a curtailment gain due to the freezing of plan benefits
partially offset by pension settlements. 2019 amount represents
settlement gain related to the U.S. Pension Plan (acquired as part
of the Cristal Transaction).
|
(j)
|
2019 amount
represents the payment owed to Exxaro for capital gains tax on the
disposal of its ordinary shares in Tronox Holdings plc included in
and "Other income (expense), net" in the unaudited Consolidated
Statements of Operations.
|
|
|
(k)
|
2020 amount
represents reimbursement from claims related to the Ginkgo
concentrator failure we inherited as a part of the Cristal
Transaction.
|
|
|
(l)
|
Includes noncash
pension and postretirement costs, asset write-offs, accretion
expense and other items included in "Selling general and
administrative expenses", "Cost of goods sold" and "Other income
(expense), net" in the unaudited Consolidated Statements of
Operations.
|
TRONOX HOLDINGS
PLC
|
FREE CASH FLOW
(NON-U.S. GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table
reconciles cash used in operating activities to free cash flow for
the year ended December 31, 2020:
|
|
|
|
|
|
Consolidated
|
Cash provided by
operating activities - continuing operations
|
|
$
355
|
Capital
expenditures
|
|
(195)
|
Free cash flow
(non-U.S. GAAP)
|
|
$
160
|
|
|
|
TRONOX HOLDINGS
PLC
|
PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S.
GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
|
|
Proforma
amounts
|
|
Proforma
amounts
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
2020
|
2019
|
|
2020
|
2019
|
Net
sales
|
$
783
|
$
693
|
|
$
2,758
|
$
3,008
|
Cost of goods
sold
|
605
|
542
|
|
2,137
|
2,364
|
Gross
profit
|
178
|
151
|
|
621
|
644
|
Selling, general and
administrative expenses
|
84
|
92
|
|
347
|
354
|
Restructuring
|
-
|
9
|
|
3
|
22
|
Income from
operations
|
94
|
50
|
|
271
|
268
|
Interest
expense
|
(49)
|
(47)
|
|
(189)
|
(207)
|
Interest
income
|
2
|
2
|
|
8
|
12
|
Loss on
extinguishment of debt
|
(2)
|
(1)
|
|
(2)
|
(3)
|
Other expense,
net
|
7
|
1
|
|
26
|
2
|
Income from
continuing operations before income taxes
|
52
|
5
|
|
114
|
72
|
Income tax benefit
(provision)
|
5
|
(4)
|
|
881
|
(31)
|
Net income from
continuing operations
|
57
|
1
|
|
995
|
41
|
Net income
attributable to noncontrolling interest
|
12
|
5
|
|
26
|
23
|
Net income from
continuing operations attributable to Tronox Holdings
plc
|
$
45
|
$
(4)
|
|
$
969
|
$
18
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from
continuing operations per share, diluted
|
$
0.31
|
$
(0.03)
|
|
$
6.69
|
$
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
147,254
|
141,923
|
|
144,906
|
151,153
|
|
|
|
|
|
|
TRONOX HOLDINGS
PLC
|
PRO FORMA
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
|
(UNAUDITED)
|
(Millions of U.S.
dollars, except share and per share data)
|
|
|
|
|
|
RECONCILIATION OF
PRO FORMA NET INCOME FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (U.S. GAAP)
|
TO ADJUSTED NET
INCOME FROM CONTINUING OPERATIONS
|
ATTRIBUTABLE TO
TRONOX HOLDINGS PLC (NON-U.S. GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma
amounts
|
|
Proforma
amounts
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net income from
continuing operations attributable to Tronox Holdings plc
(U.S. GAAP)
|
$
45
|
|
$
(4)
|
|
$
969
|
|
$
18
|
Transaction
costs
|
4
|
|
-
|
|
14
|
|
-
|
Restructuring
|
-
|
|
8
|
|
3
|
|
21
|
Integration
costs
|
-
|
|
8
|
|
10
|
|
16
|
Loss on
extinguishment of debt
|
2
|
|
1
|
|
2
|
|
3
|
Pension settlement
and curtailment gains
|
(2)
|
|
(1)
|
|
(2)
|
|
(1)
|
Insurance
proceeds
|
(8)
|
|
-
|
|
(11)
|
|
-
|
Other
|
2
|
|
-
|
|
4
|
|
-
|
Tax valuation
allowance
|
(10)
|
|
-
|
|
(903)
|
|
-
|
Income tax expense -
deferred tax assets
|
(5)
|
|
-
|
|
(5)
|
|
-
|
Charge for capital
gains tax payment to Exxaro
|
-
|
|
(2)
|
|
-
|
|
4
|
Adjusted net income
attributable to Tronox Holdings plc (non-U.S. GAAP)
|
$
28
|
|
$
10
|
|
$
81
|
|
$
61
|
|
|
|
|
|
|
|
|
Diluted net income
per share from continuing operations (U.S. GAAP)
|
$
0.31
|
|
$
(0.03)
|
|
$
6.69
|
|
$
0.12
|
|
|
|
|
|
|
|
|
Transaction costs,
per share
|
0.03
|
|
-
|
|
0.10
|
|
-
|
Restructuring, per
share
|
-
|
|
0.06
|
|
0.02
|
|
0.13
|
Integration costs,
per share
|
-
|
|
0.06
|
|
0.07
|
|
0.10
|
Loss on
extinguishment of debt, per share
|
0.01
|
|
0.01
|
|
0.01
|
|
0.02
|
Pension settlement
and curtailment gains, per share
|
(0.01)
|
|
(0.01)
|
|
(0.01)
|
|
(0.01)
|
Insurance proceeds,
per share
|
(0.05)
|
|
-
|
|
(0.08)
|
|
-
|
Other, per
share
|
0.01
|
|
-
|
|
0.03
|
|
-
|
Tax valuation
allowance, per share
|
(0.07)
|
|
-
|
|
(6.24)
|
|
-
|
Income tax expense -
deferred tax assets, per share
|
(0.04)
|
|
-
|
|
(0.03)
|
|
-
|
Charge for capital
gains tax payment to Exxaro, per share
|
-
|
|
(0.02)
|
|
-
|
|
0.03
|
Diluted adjusted net
income per share attributable to Tronox Holdings plc (non-U.S.
GAAP)
|
$
0.19
|
|
$
0.07
|
|
$
0.56
|
|
$
0.39
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, diluted (in thousands)
|
147,254
|
|
143,124
|
|
144,906
|
|
151,153
|
|
|
|
|
|
|
|
|
TRONOX HOLDINGS
PLC
|
PRO FORMA
RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(NON-U.S. GAAP)
|
(UNAUDITED)
|
(Millions of U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
|
Net income from
continuing operations (U.S. GAAP)
|
$
57
|
|
$
1
|
|
$
995
|
|
$
41
|
Interest
expense
|
49
|
|
47
|
|
189
|
|
207
|
Interest
income
|
(2)
|
|
(2)
|
|
(8)
|
|
(12)
|
Income tax provision
(benefit)
|
(5)
|
|
4
|
|
(881)
|
|
31
|
Depreciation,
depletion and amortization expense
|
85
|
|
75
|
|
304
|
|
323
|
EBITDA (non-U.S.
GAAP)
|
184
|
|
125
|
|
599
|
|
590
|
Inventory
step-up
|
-
|
|
-
|
|
-
|
|
-
|
Share-based
compensation
|
11
|
|
8
|
|
30
|
|
32
|
Transaction
costs
|
4
|
|
-
|
|
14
|
|
-
|
Restructuring
|
-
|
|
9
|
|
3
|
|
22
|
Integration
costs
|
-
|
|
8
|
|
10
|
|
16
|
Loss on extinguishment
of debt
|
2
|
|
1
|
|
2
|
|
3
|
Foreign currency
remeasurement
|
6
|
|
(1)
|
|
(4)
|
|
(6)
|
Pension settlement and
curtailment gains
|
(2)
|
|
(1)
|
|
(2)
|
|
(1)
|
Charge for capital
gains tax payment to Exxaro
|
-
|
|
(2)
|
|
-
|
|
4
|
Insurance
proceeds
|
(8)
|
|
-
|
|
(11)
|
|
-
|
Other items
|
7
|
|
9
|
|
27
|
|
21
|
Adjusted EBITDA
(non-U.S. GAAP)
|
$
204
|
|
$
156
|
|
$
668
|
|
$
681
|
|
|
|
|
|
|
|
|
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SOURCE Tronox Holdings plc