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



FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) February 16, 2024 (February 15, 2024)



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


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

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



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

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of exchange on which registered
Ordinary shares, par value $0.01 per share
TROX
NYSE

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

Emerging growth company

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



Item 2.02.
Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated February 15, 2024, reporting the Company’s financial results for the fourth quarter ended December 31, 2023. Such information, including the Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
 
 
Description
 
Earnings Release, dated February 15, 2024 reporting Tronox Holdings plc’s financial results for the fourth quarter 2023.
104   Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    TRONOX HOLDINGS PLC
       
Date: February 16, 2024
By:
/s/ Jeffrey N. Neuman
   
Name:
Jeffrey N. Neuman          
   
Title:
Senior Vice President, General Counsel and Secretary




Exhibit 99.1

Tronox Reports Fourth Quarter and Full Year 2023 Financial Results
Fourth quarter free cash flow above expectations
 
STAMFORD, Conn., Feb. 15, 2024/PRNewswire/ — 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, 2023:


Fourth Quarter 2023 Financial Highlights:

Revenue of $686 million

Income from operations of $8 million; Net loss attributable to Tronox of $56 million

Adjusted EBITDA of $94 million; Adjusted EBITDA margin of 13.7% (non-GAAP)

GAAP diluted loss per share of $0.36; Adjusted diluted loss per share of $0.38 (non-GAAP)

Free cash flow of $51 million (non-GAAP)

Full Year 2023 Financial Highlights:

Total revenue of $2,850 million

Income from operations of $186 million; Net loss attributable to Tronox of $316 million; Adjusted net loss of $24 million (primarily excludes $293 million tax valuation allowance)

Adjusted EBITDA of $524 million; Adjusted EBITDA margin of 18.4% (non-GAAP)

GAAP diluted loss per share of $2.02; Adjusted diluted loss per share of $0.15 (non-GAAP)

Capital expenditures of $261 million

Returned $89 million to shareholders in the form of dividends

Outlook:

Q1 2024 Adjusted EBITDA expected to be $100-120 million

Expect TiO2 volumes to increase 12-16% and zircon volumes to increase 15-30%, both compared to Q4 2023 levels

Expect TiO2 pricing to remain relatively flat to the prior quarter

This outlook is based on Tronox’s current views of global economic activity and is subject to changes and impacts associated with global supply chain and inflation-related challenges, among others.
_____


Note: For the Company’s guidance with respect to Q1 2024 non-GAAP financial measures, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company’s control or cannot be reasonably predicted.

Summary of Financial Results for the Quarter Ending December 31, 2023

($M unless otherwise noted)
   
Q4 2023
     
Q4 2022
     
Y-o-Y
%∆
   
Q3 2023
     
Q-o-Q
%∆
Revenue
 
$
686
   
$
649
     
6
%
 
$
662
     
4
%
TiO2
 
$
519
   
$
478
     
9
%
 
$
558
     
(7
)%
Zircon
 
$
57
   
$
91
     
(37
)%
 
$
33
     
73
%
Other products
 
$
110
   
$
80
     
38
%
 
$
71
     
55
%
Income from operations
 
$
8
   
$
36
     
(78
)%
 
$
32
     
(75
)%
Net (loss)
 
(56
)
 
(14
)
   
n/
m
 
(14
)
   
n/
m
Net (loss) attributable to Tronox
 
(56
)
 
(15
)
   
n/
m
 
(14
)
   
n/
m
GAAP diluted (loss) per share
 
(0.36
)
 
(0.09
)
   
n/
m
 
(0.09
)
   
n/
m
Adjusted diluted (loss) per share
 
(0.38
)
 
(0.17
)
   
n/
m
 
(0.08
)
   
n/
m
Adjusted EBITDA
 
$
94
   
$
113
     
(17
)%
 
$
116
     
(19
)%
Adjusted EBITDA Margin %
   
13.7
%
   
17.4
%
 
(370) bps
     
17.5
%
 
(380) bps
 
Free cash flow
 
$
51
   
$
126
     
(60
)%
 
(37
)
   
n/
m
                                         
 
Y-o-Y%∆
   
Q-o-Q%∆

Volume/Mix
 
Price
   
FX
   
Volume/Mix
   
Price
   
FX
 
TiO2
14
%  
(6
)%
   
1
%
   
(5
)%
   
(1
)%
   
(1
)%
Zircon
(26
)%  
(11
)%
   
%
   
82
%
   
(9
)%
   
%
Note: Y-o-Y TiO2 volumes increased 16%, mix impact was 2% unfavorable. Q-o-Q TiO2 volumes decreased 4%, mix impact was 1% unfavorable.

Co-CEO Remarks
“Tronox delivered fourth quarter top-line performance largely in-line with expectations,” commented John D. Romano, co-Chief Executive Officer. “We generated $686 million in revenue in the fourth quarter of 2023, an increase of 6% compared to the prior year. This included a 38% increase in other products due to additional sales of pig iron, as well as opportunistic sales of ilmenite and a portion of a rare earths tailings deposit in South Africa, which is a key part of our funding strategy for our rare earths business. Tronox delivered an Adjusted EBITDA of $94 million in the quarter, $11 million below the bottom end of the previously guided range of $105-$125 million, and an Adjusted EBITDA margin of 13.7%. The lower than expected performance was primarily a result of a delayed restart by our steam supplier at Botlek and higher costs from unanticipated downtime stemming from running at lower rates. We expect to recover at least $15 million in insurance proceeds in 2024 from the downtime at Botlek to cover the costs incurred to continue providing uninterrupted service to our customers while working around the supplier outage. To mitigate operational cost pressures, we continued to proactively manage expenses and cash. Free cash flow was $51 million for the fourth quarter, an improvement of $88 million over the third quarter of 2023.”

2

Mr. Romano added, “The operating challenges we experienced in the last six months are not indicative of the standard we hold ourselves to at Tronox. We are addressing these challenges head-on in 2024. In 2023, we ran at the lowest utilization rates on record in order to manage inventories and free cash flow in light of lower market demand. As we look ahead into 2024, we are adjusting our operating rates to support the market recovery currently underway. This will set Tronox up to realize a step change in our earnings power after working through the remaining higher cost inventory on the balance sheet. For the first quarter of 2024, we are expecting TiO2 volumes to increase 12-16% and zircon volumes to increase 15-30%, both compared to the fourth quarter, and we expect TiO2 pricing to remain relatively flat to the prior quarter. While we expect a headwind from non-repeating sales in other products and higher cost inventory moving off the balance sheet, this will be offset by lower operating costs due to higher utilization rates. As a result, we are expecting first quarter adjusted EBITDA to be $100-120 million and adjusted EBITDA margins to be in the mid-teens range.”

Mr. Romano concluded, “We are continuing to focus on opportunities for growth, namely the rare earths space. We are confident that our vertical integration strategy will continue to provide a distinct competitive advantage. We remain optimistic about the short-, medium- and long-term potential for Tronox through value creation from our leading sustainable mining and upgrading solutions.”

Fourth Quarter 2023 Results
(Comparisons are to prior year (Q4 2023 vs. Q4 2022) unless otherwise noted)

The Company reported fourth quarter revenue of $686 million, an increase of 6%, primarily driven by higher sales volumes of TiO2 and other products.

3

Revenue from TiO2 sales was $519 million, an increase of 9% driven by a 16% increase in volumes and 1% exchange rate tailwind, partially offset by a 6% price decrease in average selling prices and a 2% unfavorable mix impact. Sequentially, TiO2 sales decreased 7%, driven by a 4% decrease in volumes, a 1% unfavorable mix impact, a 1% decline in average selling prices and a 1% exchange rate headwind.

Zircon revenue decreased 37% to $57 million, driven by a 26% decline in volumes and an 11% decrease in average selling prices. Sequentially, zircon revenue increased 73%, driven by an 82% increase in volumes, partially offset by a 9% decrease in average selling prices.

Revenue from other products was $110 million, an increase of 38% year-over-year, due to additional sales of pig iron, as well as opportunistic sales of ilmenite and a portion of a rare earths tailings deposit in South Africa.

Net loss attributable to Tronox in the quarter was $56 million, or a loss of $0.36 per diluted share, compared to a net loss attributable to Tronox of $15 million, or loss of $0.09 per diluted share in the year-ago period. Adjusted net loss attributable to Tronox (non-GAAP) was $60 million, or a loss of $0.38 per diluted share.

Adjusted EBITDA of $94 million represented a 17% decrease compared to the fourth quarter 2022, driven by lower average selling prices and higher operating costs from lower production rates, partially offset by higher volumes, lower average freight costs and exchange rate tailwinds. Adjusted EBITDA margin was 13.7% for the quarter.

Sequentially, Adjusted EBITDA decreased 19% due to higher operating costs from lower production rates and lower product pricing, partially offset by higher volumes, favorable exchange rate tailwinds and lower average freight costs.

The Company's selling, general and administrative expenses were $70 million in the quarter. Net interest expense was $37 million. Depreciation, depletion and amortization expense was $69 million.

4

Full Year 2023 Results
The Company reported full-year revenue of $2,850 million, a decrease of 17% year-over-year. Net loss attributable to Tronox was $316 million, or a loss of $2.02 per diluted share. Excluding non-recurring adjustments totaling $292 million or $1.87 per diluted share, adjusted net loss attributable to Tronox (non-GAAP) was $24 million or a loss of $0.15 per diluted share. Adjusted EBITDA of $524 million decreased 40% compared to $875 million in the prior year. Adjusted EBITDA margin was 18.4% for the year.

Balance Sheet, Cash Flow and Capital Allocation
Tronox ended the year with $2.8 billion of total debt, $2.6 billion of net debt and a net leverage ratio of 4.9x on a trailing twelve-month basis. As of December 31, 2023, available liquidity totaled $761 million, including $273 million in cash and cash equivalents and $488 million under existing revolving credit agreements.

Free cash flow for the year was a use of $77 million. Capital expenditures were $261 million. The Company returned $89 million to shareholders in the form of dividends in the year.

Sustainability
Tronox is nearing the conversion of 40% of its power in South Africa to power from the significant solar project developed in partnership with SOLA Group. Enabled through a power purchase agreement with SOLA, this project is one of South Africa’s largest solar installations. The Company expects to receive power in the coming months, which will significantly reduce total carbon emissions globally and mark the first significant step for Tronox on its journey to net zero in 2050. Renewable power and energy efficiency projects are key to achieving the stated 2030 greenhouse gas emissions intensity reduction target of 50%, so the Company is excited to mark such a significant milestone. On the horizon are several additional renewable power projects that are critical to delivering against this roadmap.

5

Webcast Conference Call
Tronox will conduct a webcast conference call on Friday, February 16, 2024, at 8:00 AM ET (New York). The live call is open to the public via internet broadcast and telephone.

Internet Broadcast: http://investor.tronox.com
Dial-in Telephone Numbers:
US Toll Free: +1 (888) 886-7786
International: +44 80 0652 2435
Conference ID: 62498172

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 Feb 16, 2024, by 11:00 AM ET, until Feb 21, 2024, 8:00 AM ET
Internet Replay: http://investor.tronox.com
Replay Dial-in Telephone Numbers:
US Toll Free: +1 (877) 674-7070
International: +44 20 3870 9958
Replay Access Code: 498172#

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

6

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

7

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 income 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.
Media Contact: Melissa Zona
+1.636.751.4057

Investor Contact: Jennifer Guenther
+1.646.960.6598

8

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,
 
   
2023
   
2022
   
2023
   
2022
 
Net sales
 
$
686
   
$
649
   
$
2,850
   
$
3,454
 
Cost of goods sold
   
608
     
544
     
2,388
     
2,622
 
Gross profit
   
78
     
105
     
462
     
832
 
Selling, general and administrative expenses
   
70
     
69
     
276
     
289
 
Venator settlement
   
     
     
     
85
 
Income from operations
   
8
     
36
     
186
     
458
 
Interest expense
   
(45
)
   
(33
)
   
(158
)
   
(125
)
Interest income
   
8
     
3
     
18
     
9
 
Loss on extinguishment of debt
   
     
     
     
(21
)
Other (expense) income, net
   
(3
)
   
(25
)
   
3
     
(13
)
(Loss) Income before income taxes
   
(32
)
   
(19
)
   
49
     
308
 
Income tax (provision) benefit
   
(24
)
   
5
     
(363
)
   
192
 
Net (loss) income
   
(56
)
   
(14
)
   
(314
)
   
500
 
Net income attributable to noncontrolling interest
   
     
1
     
2
     
3
 
Net (loss) income attributable to Tronox Holdings plc
 
$
(56
)
 
$
(15
)
 
$
(316
)
 
$
497
 
                                 
(Loss) Earnings per share:
                               
Basic
 
$
(0.36
)
 
$
(0.09
)
 
$
(2.02
)
 
$
3.21
 
Diluted
 
$
(0.36
)
 
$
(0.09
)
 
$
(2.02
)
 
$
3.16
 
                                 
Weighted average shares outstanding, basic (in thousands)
   
156,818
     
154,526
     
156,397
     
154,867
 
Weighted average shares outstanding, diluted (in thousands)
   
156,818
     
154,526
     
156,397
     
157,110
 
                                 
Other Operating Data:
                               
Capital expenditures
   
59
     
114
     
261
     
428
 
Depreciation, depletion and amortization expense
   
69
     
68
     
275
     
269
 

9

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

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

 
 
Three Months Ended December 31,
   
Year Ended December 31,
 
 
 
2023
   
2022
   
2023
   
2022
 
 
                       
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP)
 
$
(56
)
 
$
(15
)
 
$
(316
)
 
$
497
 
Venator settlement (a)
   
     
     
     
85
 
Loss on extinguishment of debt (b)
   
     
     
     
21
 
Pension settlement loss (c)
   
     
15
     
     
15
 
Other (d)
   
(4
)
   
(8
)
   
(1
)
   
(3
)
Withholding tax accrued (e)
   
     
4
     
     
4
 
Tax valuation allowance (f)
   
     
(23
)
   
293
     
(301
)
Income tax expense - deferred tax assets (g)
   
     
     
     
(7
)
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP)  (1)(2)
 
$
(60
)
 
$
(27
)
 
$
(24
)
 
$
311
 
                                 
Diluted net (loss) income per share (U.S. GAAP)
 
$
(0.36
)
 
$
(0.09
)
 
$
(2.02
)
 
$
3.16
 
                                 
Venator settlement, per share
   
     
     
     
0.54
 
Loss on extinguishment of debt, per share
   
     
     
     
0.13
 
Pension settlement loss, per share
   
     
0.10
     
     
0.09
 
Other, per share
   
(0.03
)
   
(0.05
)
   
(0.01
)
   
(0.02
)
Withholding tax accrued, per share
   
     
0.03
     
     
0.03
 
Tax valuation allowance, per share
   
     
(0.15
)
   
1.88
     
(1.92
)
Income tax expense - deferred tax assets, per share
   
     
     
     
(0.04
)
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP)
 
$
(0.38
)
 
$
(0.17
)
 
$
(0.15
)
 
$
1.98
 
                                 
Weighted average shares outstanding, diluted (in thousands)
   
156,818
     
154,526
     
156,397
     
157,110
 

(a) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the unaudited Consolidated Statements of Operations.
(b) 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022.
(c) Represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan.
(d) Represents other activity not representative of the ongoing operations of the Company.
(e) Represents potential withholding tax due to the Chinese government for historic distributable income generated.
(f) Represents changes primarily within the Company's Australian deferred tax assets' valuation allowance.
(g) 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 pension settlement loss amount and certain other items 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) Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information.

10

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

 
 
December 31, 2023
   
December 31, 2022
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
 
$
273
   
$
164
 
Restricted cash
   
     
 
Accounts receivable (net of allowance of $3 in 2023 and $4 in 2022)
   
290
     
377
 
Inventories, net
   
1,421
     
1,278
 
Prepaid and other assets
   
141
     
135
 
Income taxes receivable
   
10
     
6
 
Total current assets
   
2,135
     
1,960
 
Noncurrent Assets
               
Property, plant and equipment, net
   
1,835
     
1,830
 
Mineral leaseholds, net
   
654
     
701
 
Intangible assets, net
   
243
     
250
 
Lease right of use assets, net
   
132
     
136
 
Deferred tax assets
   
917
     
1,233
 
Other long-term assets
   
218
     
196
 
Total assets
 
$
6,134
   
$
6,306
 
                 
LIABILITIES AND EQUITY
               
Current Liabilities
               
Accounts payable
 
$
461
   
$
486
 
Accrued liabilities
   
230
     
252
 
Short-term lease liabilities
   
24
     
20
 
Short-term debt
   
11
     
50
 
Long-term debt due within one year
   
27
     
24
 
Income taxes payable
   
     
18
 
Total current liabilities
   
753
     
850
 
Noncurrent Liabilities
               
Long-term debt, net
 
$
2,786
   
$
2,464
 
Pension and postretirement healthcare benefits
   
104
     
89
 
Asset retirement obligations
   
172
     
153
 
Environmental liabilities
   
48
     
51
 
Long-term lease liabilities
   
103
     
110
 
Deferred tax liabilities
   
149
     
153
 
Other long-term liabilities
   
39
     
33
 
Total liabilities
   
4,154
     
3,903
 
                 
Commitments and Contingencies
               
Shareholders’ Equity
               
Tronox Holdings plc ordinary shares, par value $0.01 — 156,793,755 shares issued and outstanding at December 31, 2023 and 154,496,923 shares issued and outstanding at December 31, 2022
   
2
     
2
 
Capital in excess of par value
   
2,064
     
2,043
 
Retained Earnings
   
684
     
1,080
 
Accumulated other comprehensive loss
   
(814
)
   
(768
)
Total Tronox Holdings plc shareholders’ equity
   
1,936
     
2,357
 
Noncontrolling interest
   
44
     
46
 
Total equity
   
1,980
     
2,403
 
Total liabilities and equity
 
$
6,134
   
$
6,306
 

11

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

 
 
Year Ended December 31,
 
 
 
2023
   
2022
 
Cash Flows from Operating Activities:
           
Net (loss) income
 
$
(314
)
 
$
500
 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
               
Depreciation, depletion and amortization
   
275
     
269
 
Deferred income taxes
   
330
     
(261
)
Share-based compensation expense
   
21
     
26
 
Amortization of deferred debt issuance costs and discount on debt
   
9
     
8
 
Loss on extinguishment of debt
   
-
     
21
 
Other non-cash affecting net (loss) income
   
37
     
50
 
Changes in assets and liabilities:
               
Decrease (increase) in accounts receivable, net
   
84
     
233
 
(Increase) decrease in inventories, net
   
(151
)
   
(255
)
Decrease in prepaid and other assets
   
37
     
47
 
(Decrease) increase in accounts payable and accrued liabilities
   
(84
)
   
(5
)
Net changes in income tax payables and receivables
   
(24
)
   
5
 
Changes in other non-current assets and liabilities
   
(36
)
   
(40
)
Cash provided by operating activities
   
184
     
598
 
                 
Cash Flows from Investing Activities:
               
Capital expenditures
   
(261
)
   
(428
)
Insurance proceeds
   
-
     
-
 
Proceeds from the sale of assets
   
6
     
13
 
Cash used in investing activities
   
(255
)
   
(415
)
                 
Cash Flows from Financing Activities:
               
Repayments of short-term debt
   
(148
)
   
(113
)
Repayments of long-term debt
   
(17
)
   
(516
)
Proceeds from short-term debt
   
86
     
142
 
Proceeds from long-term debt
   
347
     
396
 
Repurchase of common stock
   
-
     
(50
)
Debt issuance costs
   
(3
)
   
(4
)
Call premium paid
   
-
     
(18
)
Dividends paid
   
(89
)
   
(87
)
Restricted stock and performance-based shares settled in cash for taxes
   
-
     
-
 
Proceeds from the exercise of stock options
   
-
     
-
 
Cash provided by (used in) financing activities
   
176
     
(250
)
                 
Effects of exchange rate changes on cash and cash equivalents and restricted cash
   
4
     
(1
)
                 
Net increase (decrease) in cash and cash equivalents and restricted cash
   
109
     
(68
)
Cash and cash equivalents and restricted cash at beginning of period
   
164
     
232
 
Cash and cash equivalents and restricted cash at end of period
 
$
273
   
$
164
 

12

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

 
 
Three Months Ended December 31,
   
Year Ended December 31,
 
 
 
2023
   
2022
   
2023
   
2022
 
 
                       
Net (loss) income (U.S. GAAP)
 
$
(56
)
 
$
(14
)
 
$
(314
)
 
$
500
 
Interest expense
   
45
     
33
     
158
     
125
 
Interest income
   
(8
)
   
(3
)
   
(18
)
   
(9
)
Income tax provision (benefit)
   
24
     
(5
)
   
363
     
(192
)
Depreciation, depletion and amortization expense
   
69
     
68
     
275
     
269
 
EBITDA (non-U.S. GAAP)
   
74
     
79
     
464
     
693
 
Share-based compensation (a)
   
6
     
5
     
21
     
26
 
Venator settlement (b)
   
     
     
     
85
 
Loss on extinguishment of debt (c)
   
     
     
     
21
 
Foreign currency remeasurement (d)
   
1
     
4
     
(6
)
   
3
 
Pension settlement loss (e)
   
     
20
     
     
20
 
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (f)
   
8
     
5
     
22
     
19
 
Accounts receivable securitization program costs (g)
   
3
     
3
     
12
     
3
 
Other items (h)
   
2
     
(3
)
   
11
     
5
 
Adjusted EBITDA (non-U.S. GAAP)
 
$
94
   
$
113
   
$
524
   
$
875
 

   
Three Months Ended December 31,
   
Year Ended December 31,
 
     
2023
     
2022
     
2023
     
2022
 
Net sales
 
$
686
   
$
649
   
$
2,850
   
$
3,454
 
Net (loss) income (U.S. GAAP)
 
$
(56
)
 
$
(14
)
 
$
(314
)
 
$
500
 
Net (loss) income (U.S. GAAP) as a % of Net sales
   
(8.2
)%
   
(2.2
)%
   
(11.0
)%
   
14.5
%
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales
   
13.7
%
   
17.4
%
   
18.4
%
   
25.3
%

                   
December 31,
 
                     
2023
     
2022
 
Long-term debt, net
                 
$
2,786
   
$
2,464
 
Short-term debt
                   
11
     
50
 
Long-term debt due within one year
                   
27
     
24
 
(Less) Cash and cash equivalents
                   
(273
)
   
(164
)
Net debt
                 
$
2,551
   
$
2,374
 
Adjusted EBITDA (non-U.S. GAAP) (see above)
                   
524
     
875
 
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)
                   
4.9
x
   
2.7
x

(a) Represents non-cash share-based compensation.
(b) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the unaudited Consolidated Statements of Operations.
(c) 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new loan which closed in April 2022.
(d) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other (expense) income, net” in the unaudited Consolidated Statements of Operations.
(e) Represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan.
(f) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(g) Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.
(h) Includes noncash pension and postretirement costs, asset write-offs, severance expense, and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other (expense) income, net” in the unaudited Consolidated Statements of Operations.

13

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

The following table reconciles cash provided by operating activities to free cash flow for the three months and year ended December 31, 2023:

 
 
Year Ended
December 31, 2023
   
Nine Months Ended
September 30, 2023
   
Three Months Ended
December 31, 2023
 
Cash provided by operating activities
 
$
184
   
$
74
   
$
110
 
Capital expenditures
   
(261
)
   
(202
)
   
(59
)
Free cash flow (non-U.S. GAAP)
 
$
(77
)
 
$
(128
)
 
$
51
 


14

v3.24.0.1
Document and Entity Information
Feb. 15, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 15, 2024
Entity File Number 001-35573
Entity Registrant Name TRONOX HOLDINGS PLC
Entity Central Index Key 0001530804
Entity Incorporation, State or Country Code X0
Entity Tax Identification Number 98-1467236
Entity Address, Address Line One 263 Tresser Boulevard, Suite 1100
Entity Address, City or Town Stamford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06901
City Area Code 203
Local Phone Number 705-3800
Title of 12(b) Security Ordinary shares, par value $0.01 per share
Trading Symbol TROX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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