Tronox Holdings plc (NYSE:TROX) Q3 2020 Earnings Conference Call October 29, 2020 9:00 AM ET Company Participants Jennifer Guenther - Vice President of Investor Relations Jeffry Quinn - Chairman, President and Chief Executive Officer Jean-Francois Turgeon - Executive Vice President and Chief Operating Officer John Romano - Executive Vice President and Chief Commercial and Strategy Officer Timothy Carlson - Senior Vice President and Chief Financial Officer John Srivisal - Senior Vice President of Business De ...

TRONOX※ 1 Third Quarter 2020 Conference Call Tronox Holdings plc October 29, 2020 Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 Safe Harbor Statement and Non-U.S. GAAP Financial Terms Cautionary Statement about Forward-Looking Statements Statements in this presentation 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, u ...

TRONOX※ 1 Second Quarter 2020 Conference Call Tronox Holdings plc July 30, 2020 Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 Safe Harbor Statement and Non-U.S. GAAP Financial Terms Cautionary Statement about Forward-Looking Statements Statements in this presentation 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, unc ...

Tronox Holdings plc (NYSE:TROX) Q2 2020 Results Conference Call July 30, 2020 8:30 AM ET Company Participants Jennifer Gunther - IR Jeff Quinn - Chairman and CEO Jean-François Turgeon - COO John Romano - Chief Commercial and Strategy Officer Tim Carlson - CFO Conference Call Participants Aziza Gazieva - Fermium Research Duffy Fisher - Barclays Hassan Ahmed - Alembic Global Jim Sheehan - SunTrust Roger Spitz - Bank of America Colton Bina - BMO Capital Markets Travis Edwards - Goldman Sachs Operator Good day ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to ___________ 1-35573 (Commission file number) TRONOX HOLDINGS PLC (Exact Name of Registrant as Specified in its Charter) extended transition period ...

PART I – FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, significantly impacted by the Cristal Transaction, for Q1 2020 and 2019 [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales reached $722 million with a net income of $40 million in Q1 2020, a significant improvement driven by the Cristal acquisition Condensed Consolidated Statements of Operations (Unaudited) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2020** | **2019** | | **Net sales** | $722M | $390M | | **Gross profit** | $175M | $83M | | **Income from operations** | $79M | $16M | | **Net income (loss)** | $40M | $(30)M | | **Net income (loss) attributable to Tronox Holdings plc** | $32M | $(34)M | | **Diluted Earnings (loss) per share** | $0.22 | $(0.27) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased slightly to $5.13 billion, while total liabilities increased to $4.45 billion, leading to a decrease in total equity Condensed Consolidated Balance Sheets (Unaudited) | | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total current assets** | $2,158M | $2,073M | | **Total assets** | $5,130M | $5,268M | | **Total current liabilities** | $911M | $702M | | **Total liabilities** | $4,451M | $4,352M | | **Total equity** | $679M | $916M | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities resulted in a $28 million cash outflow, while financing activities provided $193 million, leading to a $118 million net cash increase Condensed Consolidated Statements of Cash Flows (Unaudited) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2020** | **2019** | | **Cash (used in) provided by operating activities** | $(28)M | $39M | | **Cash used in investing activities** | $(38)M | $(50)M | | **Cash provided by financing activities** | $193M | $50M | | **Net increase in cash, cash equivalents and restricted cash** | $118M | $38M | [Notes to Unaudited Condensed Consolidated Financial Statements](index=16&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes explain financial statements, emphasizing the Cristal acquisition's impact, revenue disaggregation, debt structure, and ongoing litigation - The company is a **vertically integrated producer** of titanium-bearing mineral sands and TiO2 pigment, with operations across multiple continents, and completed the acquisition of **Cristal's TiO2 business** on April 10, 2019[29](index=29&type=chunk)[30](index=30&type=chunk) - The Cristal acquisition was valued at approximately **$2.2 billion**, consisting of **$1.675 billion** in cash and 37,580,000 ordinary shares, with Tronox divesting Cristal's North American TiO2 business to INEOS for **$701 million** as a condition[39](index=39&type=chunk)[40](index=40&type=chunk) Net Sales by Geographic Area (Q1 2020 vs Q1 2019) | Geographic Area | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | North America | $178M | $138M | | South and Central America | $40M | $13M | | Europe, Middle-East and Africa | $292M | $130M | | Asia Pacific | $212M | $109M | | **Total net sales** | **$722M** | **$390M** | Net Sales by Product (Q1 2020 vs Q1 2019) | Product | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | TiO2 | $580M | $277M | | Zircon | $65M | $64M | | Feedstock and other products | $77M | $49M | | **Total net sales** | **$722M** | **$390M** | - In March 2020, the company drew down **$200 million** from its revolvers to increase liquidity, resulting in total short-term debt of **$212 million** at March 31, 2020, compared to zero at year-end 2019[85](index=85&type=chunk) - The company is involved in a lawsuit with Venator Materials plc, which alleges Tronox owes a **$75 million** 'Break Fee', while Tronox has counterclaimed for **$400 million** in damages, alleging Venator breached an Exclusivity Agreement[103](index=103&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting the Cristal acquisition and COVID-19 impact, with improved pro forma gross margin and Adjusted EBITDA due to synergies [Business Environment and Synergy Program](index=39&type=section&id=Business%20Environment%20and%20Synergy%20Program) Operations remained essential during COVID-19, with Q1 revenue up 4% sequentially, and the company delivered **$45 million** in synergies, on track for **$190 million** annually - During the COVID-19 pandemic, operations were designated as **essential**, with all sites running at planned levels except for a temporary shutdown of ilmenite mining in South Africa, which has since resumed full capacity[129](index=129&type=chunk) - The company delivered **$45 million** in total synergies in Q1 2020, with **$38 million** reflected in EBITDA, and maintains synergy targets of **$190 million** for 2020, **$275 million** for 2021, and **$325 million** for 2022[128](index=128&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Reported net sales grew 85% to $722 million due to Cristal, while pro forma results showed flat sales but improved gross margin and Adjusted EBITDA Pro Forma Results of Operations (Q1 2020 vs Q1 2019) | | Q1 2020 | Q1 2019 (Pro Forma) | Variance | | :--- | :--- | :--- | :--- | | **Net sales** | $722M | $720M | $2M | | **Gross profit** | $175M | $141M | $34M | | **Gross Margin** | 24% | 20% | 4 pts | | **Income from operations** | $79M | $46M | $33M | | **Adjusted EBITDA** | $174M | $141M | $33M | - On a pro forma basis, Q1 2020 TiO2 revenue increased **2%** due to higher volumes, while Zircon revenue declined **21%** due to lower prices and volumes[141](index=141&type=chunk) - The increase in pro forma gross margin was primarily driven by a **4-point** favorable impact from production cost reductions and a **3-point** favorable impact from foreign currency on cost of goods sold[149](index=149&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity stood at $570 million with $3.2 billion in debt, and a $28 million cash outflow from operations in Q1 2020 Liquidity Position | | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $420M | $302M | | Available under Revolvers | $150M | $346M | | **Total Liquidity** | **$570M** | **$648M** | - On May 1, 2020, a subsidiary issued **$500 million** of 6.5% senior secured notes due 2025, with a portion of the proceeds used to repay **$200 million** of borrowings under its revolvers[133](index=133&type=chunk)[170](index=170&type=chunk) - Net cash used in operating activities was **$28 million** in Q1 2020, a decrease from **$39 million** provided in Q1 2019, primarily due to a higher use of cash for accounts receivable and accounts payable[171](index=171&type=chunk)[172](index=172&type=chunk) [Non-U.S. GAAP Financial Measures](index=49&type=section&id=Non-U.S.%20GAAP%20Financial%20Measures) This section reconciles Net Income (Loss) to non-GAAP EBITDA and Adjusted EBITDA, with Q1 2020 Adjusted EBITDA at **$174 million** Reconciliation of Net Income (Loss) to Adjusted EBITDA (Reported) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2020** | **2019** | | **Net income (loss) (U.S. GAAP)** | **$40M** | **$(30)M** | | Interest expense | $45M | $49M | | Income tax provision | $7M | $2M | | Depreciation, depletion and amortization | $71M | $47M | | **EBITDA (non-U.S. GAAP)** | **$160M** | **$59M** | | Adjustments (Share-based comp, transaction costs, restructuring, etc.) | $14M | $21M | | **Adjusted EBITDA (non-U.S. GAAP)** | **$174M** | **$80M** | Reconciliation of Net Income (Loss) to Adjusted EBITDA (Pro Forma) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2020** | **2019** | | **Net income (loss) (U.S. GAAP)** | **$40M** | **$(18)M** | | Interest expense | $45M | $55M | | Income tax provision | $7M | $7M | | Depreciation, depletion and amortization | $71M | $87M | | **EBITDA (non-U.S. GAAP)** | **$160M** | **$128M** | | Adjustments (Share-based comp, restructuring, etc.) | $14M | $13M | | **Adjusted EBITDA (non-U.S. GAAP)** | **$174M** | **$141M** | [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages market, credit, interest rate, and currency risks, with significant exposure to its top ten customers and foreign exchange fluctuations - The company faces credit risk from its customers, with the **ten largest third-party customers** representing **29%** of consolidated net sales for the three months ended March 31, 2020[208](index=208&type=chunk) - A hypothetical **1% increase** in interest rates would result in a net decrease to pre-tax income of approximately **$10 million** on an annualized basis as of March 31, 2020[209](index=209&type=chunk) - The company is exposed to currency fluctuations, particularly the South African rand and Australian dollar, and uses foreign currency contracts to hedge these exposures, with notional amounts of **2.9 billion ZAR** and **691 million AUD** outstanding as of March 31, 2020[212](index=212&type=chunk)[214](index=214&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2020, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2020, management concluded that the company's disclosure controls and procedures were **effective**[216](index=216&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter ended March 31, 2020, that have materially affected, or are reasonably likely to materially affect, internal controls[218](index=218&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) Information on legal proceedings, including ongoing litigation with Venator Materials plc, is incorporated by reference from Note 16 of the financial statements - Information regarding legal proceedings is incorporated by reference from Note 16, "Commitments and Contingencies," in the financial statements section of this Form 10-Q[221](index=221&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported, except for a COVID-19 related factor filed separately on Form 8-K - There have been **no material changes** from the risk factors disclosed in the company's Annual Report on Form 10-K, other than a COVID-related risk factor filed on Form 8-K on April 23, 2020[222](index=222&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported during the period - **None reported**[224](index=224&type=chunk) [Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - **None reported**[225](index=225&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the current reporting period - **Not applicable**[226](index=226&type=chunk) [Other Information](index=59&type=section&id=Item%205.%20Other%20Information) Mr. Robert Loughran, VP and Corporate Controller, will depart, with CFO Timothy Carlson assuming the Principal Accounting Officer role - Mr. Robert Loughran, Vice President and Corporate Controller, will be leaving the company effective June 5, 2020, and the CFO, Timothy Carlson, will assume the role of Principal Accounting Officer[227](index=227&type=chunk) [Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications, the May 2020 notes indenture, and iXBRL data files - The exhibits filed include CEO/CFO certifications (31.1, 31.2, 32.1, 32.2), the indenture for the new senior secured notes (4.1), and financial statements formatted in iXBRL (101 series)[228](index=228&type=chunk)

PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Tronox is a leading global vertically integrated TiO2 pigment manufacturer, significantly expanding its operations and product portfolio through the 2019 Cristal acquisition - Tronox is the world's leading vertically integrated manufacturer of **TiO2 pigment**, with operations spanning Australia, South Africa, and Brazil, pursuing a long-term strategy of full vertical integration[22](index=22&type=chunk) Revenue by Geographic Region (2019) | Region | Percentage of Revenue | | :--- | :--- | | Europe, Middle East & Africa | 36% | | Asia Pacific | 31% | | North America | 27% | | South & Central America | 6% | Revenue by Product (2019) | Product | Percentage of Revenue | | :--- | :--- | | TiO2 | 78% | | Feedstock and Other | 11% | | Zircon | 11% | - On April 10, 2019, Tronox completed the acquisition of Cristal's TiO2 business, divesting Cristal's North American TiO2 business to INEOS for approximately **$701 million** to secure regulatory approval[28](index=28&type=chunk)[29](index=29&type=chunk) - On March 27, 2019, the company re-domiciled from Australia to the United Kingdom, becoming **Tronox Holdings plc**[31](index=31&type=chunk) - As of December 31, 2019, the company employed approximately **6,660** people globally[73](index=73&type=chunk) [Item 1A. Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant market, operational, integration, financial, and regulatory risks, including volatile prices, intense competition, South African operational challenges, and the EU's TiO2 carcinogen classification - Market conditions and economic downturns significantly impact demand for TiO2 and zircon, with a prolonged downturn in China, accounting for approximately **50% of global zircon demand**, posing a material business risk[88](index=88&type=chunk)[89](index=89&type=chunk) - The company faces intense competition from global producers, including expanding Chinese manufacturers improving quality and adopting chloride technology, potentially increasing substitution risk[93](index=93&type=chunk) - Concentrated ownership by **Cristal (26%)** and **Exxaro (10%)** may influence corporate decisions and create potential conflicts of interest[98](index=98&type=chunk) - South African mining operations are subject to onerous regulations, including Mining Charter III, requiring a **30% Black Economic Empowerment (BEE)** shareholding for new or renewed mining rights[101](index=101&type=chunk)[102](index=102&type=chunk) - The company may not fully realize anticipated benefits and synergies from the Cristal Transaction due to potential difficulties in integrating operations, systems, and cultures[105](index=105&type=chunk)[107](index=107&type=chunk) - Operational risks in South Africa include reliance on the sole, unreliable state-owned power supplier **Eskom**, potential water restrictions, and dependence on state-owned rail and port services[112](index=112&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - The ability to use approximately **$4.1 billion** of Net Operating Losses (NOLs) and **$1.1 billion** of interest expense carryforwards could be limited by an "ownership change" under Section 382 of the U.S. tax code[126](index=126&type=chunk) - In February 2020, the European Commission classified powder TiO2 as a **Category 2 Carcinogen** by inhalation, potentially leading to more stringent regulations, inhibited marketing, and increased costs[149](index=149&type=chunk) [Item 1B. Unresolved Staff Comments](index=33&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[184](index=184&type=chunk) [Item 2. Properties](index=33&type=section&id=Item%202.%20Properties) Tronox operates five mining-mineral processing chains and nine TiO2 pigment production facilities globally with a total capacity of **1,078,000 metric tons per year**, holding significant mineral reserves of **78.1 million metric tons** of in-place THM as of December 31, 2019 TiO2 Production Facilities and Capacity | Facility Location | Capacity (metric tons/year) | Process | | :--- | :--- | :--- | | Hamilton, Mississippi, USA | 225,000 | Chloride | | Kwinana, Western Australia | 150,000 | Chloride | | Kemerton, Western Australia | 110,000 | Chloride | | Botlek, the Netherlands | 90,000 | Chloride | | Stallingborough, England, UK | 165,000 | Chloride | | Yanbu, Saudi Arabia | 200,000 | Chloride | | Salvador, Bahia, Brazil | 60,000 | Sulphate | | Fuzhou, Jiangxi Province, China | 46,000 | Sulphate | | Thann, Alsace, France | 32,000 | Sulphate | Mineral Processing Capacities (metric tons per year) | Product | Namakwa Sands RSA (metric tons) | KZN Sands RSA (metric tons) | Northern Ops W.A. (metric tons) | Southern Ops W.A. (metric tons) | Eastern Ops NSW (metric tons) | Total (metric tons) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Rutile | 30,000 | 25,000 | 35,000 | 10,000 | 70,000 | 170,000 | | Synthetic rutile | — | — | 220,000 | — | — | 220,000 | | Titanium slag | 190,000 | 220,000 | — | — | — | 410,000 | | Pig Iron | 100,000 | 120,000 | — | — | — | 220,000 | | Zircon | 125,000 | 55,000 | 40,000 | 9,000 | 65,000 | 294,000 | Global Heavy Mineral Reserves Summary (as of Dec 31, 2019) | Reserve Category | Ore (million metric tons) | Avg. Grade (% THM) | In Place THM (million metric tons) | | :--- | :--- | :--- | :--- | | **Total Global Reserves** | **1,648** | **4.7%** | **78.1** | - The company's total heavy mineral reserves increased from **66.1 million metric tons** in 2018 to **78.1 million metric tons** in 2019, primarily due to the inclusion of reserves from the Cristal acquisition[261](index=261&type=chunk) [Item 3. Legal Proceedings](index=47&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 20 of the Notes to Consolidated Financial Statements - Information required by this item is incorporated by reference to **Note 20 - Commitments and Contingencies**[262](index=262&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[263](index=263&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Tronox's ordinary shares are traded on the New York Stock Exchange under the ticker symbol "TROX." As of January 31, 2020, there were approximately 56 holders of record - The company's ordinary shares trade on the New York Stock Exchange under the symbol **TROX**[266](index=266&type=chunk) - As of January 31, 2020, there were approximately **56** holders of record of ordinary shares, excluding those held in "street-name" accounts[266](index=266&type=chunk) [Item 6. Selected Financial Data](index=48&type=section&id=Item%206.%20Selected%20Financial%20Data) Selected financial data for 2019 shows significant revenue growth to **$2.64 billion** due to the Cristal acquisition, but also a net loss of **$109 million**, with comparability impacted by acquisition-related adjustments Selected Financial Data (2015-2019) | (In millions USD) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $2,642 | $1,819 | $1,698 | $1,309 | $1,510 | | **Income (loss) from operations** | $95 | $200 | $141 | $(53) | $(199) | | **Net (loss) income attributable to Tronox** | $(109) | $(7) | $(285) | $(61) | $(329) | | **Total assets** | $5,268 | $4,642 | $4,864 | $3,293 | $3,337 | | **Total debt, net** | $3,026 | $3,161 | $3,147 | $3,054 | $3,076 | - Comparability of financial results is impacted by significant items, including a **$98 million** inventory step-up charge in 2019, Cristal acquisition transaction costs, and a **$31 million** impairment loss in 2018[268](index=268&type=chunk)[269](index=269&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Tronox's 2019 financial performance was significantly shaped by the Cristal acquisition, boosting reported revenues to **$2.6 billion** but resulting in a **$102 million** net loss from continuing operations due to purchase accounting adjustments, while pro forma revenues declined **10%** to **$3.0 billion** - The acquisition of Cristal's TiO2 business was completed on April 10, 2019, for approximately **$2.2 billion**, enhancing Tronox's position as a vertically integrated global producer[275](index=275&type=chunk) - The company targets approximately **$325 million** in operating synergies by 2022 from the Cristal acquisition, with **$89 million** delivered by year-end 2019[285](index=285&type=chunk)[287](index=287&type=chunk) - On a reported basis, 2019 net sales increased **45%** to **$2.64 billion** due to Cristal's inclusion, though gross margin decreased from **27%** to **18%** primarily due to a **$98 million** inventory step-up charge[295](index=295&type=chunk)[298](index=298&type=chunk) - On a pro forma basis, 2019 net sales decreased **10%** to **$3.01 billion** from **$3.34 billion** in 2018, driven by lower TiO2 and zircon sales volumes and prices[293](index=293&type=chunk)[297](index=297&type=chunk) - Total liquidity decreased by **$635 million** during 2019 to **$648 million**, comprising **$302 million** in cash and **$346 million** in available revolver capacity[320](index=320&type=chunk) - Net cash provided by operating activities increased to **$412 million** in 2019 from **$170 million** in 2018, driven by Cristal's inclusion and working capital initiatives[335](index=335&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Tronox faces market risks including commodity price volatility, credit risk, interest rate risk on floating-rate debt, and significant currency risk, which it mitigates through hedging strategies, with a **1%** interest rate increase potentially raising pre-tax loss by **$9 million** annually - The company is exposed to credit risk, with its ten largest TiO2 customers representing **31%** of consolidated net sales in 2019, and no single customer accounting for **10%** of sales[403](index=403&type=chunk) - Tronox is exposed to interest rate risk on its floating-rate debt, where a hypothetical **1%** increase in interest rates would result in an approximate **$9 million** increase to pre-tax loss annually[404](index=404&type=chunk) - The company faces significant currency risk, particularly in South Africa and Australia where revenues are largely in U.S. dollars but expenses are in local currencies, mitigated through economic hedges like forward contracts[405](index=405&type=chunk) - As of December 31, 2019, the company held foreign currency contracts with notional amounts of **3.7 billion South African rands** and **486 million Australian dollars** to hedge sales and cost of sales[407](index=407&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=76&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The 2019 consolidated financial statements reflect the significant impact of the Cristal acquisition, with total assets increasing to **$5.3 billion** but a net loss of **$97 million** primarily due to acquisition-related costs and purchase accounting adjustments Consolidated Statement of Operations Highlights (2019 vs 2018) | (In millions USD) | 2019 | 2018 | | :--- | :--- | | Net sales | $2,642 | $1,819 | | Gross profit | $464 | $498 | | Income from operations | $95 | $200 | | Net (loss) income from continuing operations | $(102) | $30 | | Net loss attributable to Tronox Holdings plc | $(109) | $(7) | Consolidated Balance Sheet Highlights (as of Dec 31) | (In millions USD) | 2019 | 2018 | | :--- | :--- | | Total current assets | $2,073 | $2,544 | | Total assets | $5,268 | $4,642 | | Total current liabilities | $702 | $300 | | Long-term debt, net | $2,988 | $3,139 | | Total liabilities | $4,352 | $3,780 | | Total equity | $916 | $862 | Consolidated Statement of Cash Flows Highlights (2019 vs 2018) | (In millions USD) | 2019 | 2018 | | :--- | :--- | | Net cash provided by operating activities | $412 | $170 | | Net cash used in investing activities | $(1,185) | $(174) | | Net cash used in financing activities | $(638) | $(46) | [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=146&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with accountants on accounting and financial disclosure - None[706](index=706&type=chunk) [Item 9A. Controls and Procedures](index=147&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, though the assessment excluded the Cristal business, which represented **38%** of total assets and **39%** of net sales - Management concluded that the company's disclosure controls and procedures were effective as of **December 31, 2019**[707](index=707&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of **December 31, 2019**, based on the COSO framework[709](index=709&type=chunk) - The assessment of internal control over financial reporting excluded the Cristal business, acquired on April 10, 2019, which represented **38%** of consolidated assets and **39%** of net sales[712](index=712&type=chunk) [Item 9B. Other Information](index=148&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[716](index=716&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=149&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required by this item will be included in the company's definitive proxy statement for its 2020 annual general meeting of shareholders and is incorporated herein by reference - Information regarding directors, executive officers, corporate governance, and Section 16(a) compliance is incorporated by reference from the company's **2020 proxy statement**[719](index=719&type=chunk)[720](index=720&type=chunk) [Item 11. Executive Compensation](index=149&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive officer and director compensation will be included in the company's definitive proxy statement for its 2020 annual general meeting of shareholders and is incorporated herein by reference - Information regarding executive compensation is incorporated by reference from the company's **2020 proxy statement**[721](index=721&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=149&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Information regarding security ownership and related matters will be included in the company's definitive proxy statement for its 2020 annual general meeting of shareholders and is incorporated herein by reference - Information regarding security ownership is incorporated by reference from the company's **2020 proxy statement**[722](index=722&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2019) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price (USD) | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 6,818,561 | $16.36 | 4,770,192 | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=149&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence will be included in the company's definitive proxy statement for its 2020 annual general meeting of shareholders and is incorporated herein by reference - Information regarding related transactions and director independence is incorporated by reference from the company's **2020 proxy statement**[725](index=725&type=chunk) [Item 14. Principal Accounting Fees and Services](index=149&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services will be included in the company's definitive proxy statement for its 2020 annual general meeting of shareholders and is incorporated herein by reference - Information regarding principal accounting fees and services is incorporated by reference from the company's **2020 proxy statement**[726](index=726&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=150&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Annual Report on Form 10-K, including consolidated financial statements and various exhibits, with all financial statement schedules omitted as inapplicable or redundant - This item lists the consolidated financial statements and exhibits filed with the **Form 10-K**[728](index=728&type=chunk) - All financial statement schedules have been omitted because they are either not applicable or the necessary information is already included in the financial statements or notes[728](index=728&type=chunk) [Item 16. Form 10-K Summary](index=152&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company provides no Form 10-K summary - None[732](index=732&type=chunk)

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements for Q3 2019 reflect the significant impact of the Cristal acquisition Condensed Consolidated Statements of Operations (in millions) | | Three Months Ended Sep 30, | Nine Months Ended Sep 30, | | :--- | :--- | :--- | | | **2019** | **2018** | **2019** | **2018** | | **Net sales** | $768 | $456 | $1,949 | $1,390 | | **Gross profit** | $133 | $121 | $316 | $380 | | **Income from operations** | $48 | $53 | $51 | $132 | | **Net (loss) income from continuing operations** | $(12) | $15 | $(97) | $24 | | **Net (loss) income attributable to Tronox Holdings plc** | $(13) | $6 | $(109) | $(2) | | **Net (loss) income per share, diluted** | $(0.09) | $0.05 | $(0.78) | $(0.01) | Condensed Consolidated Balance Sheet Highlights (in millions) | | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $305 | $1,034 | | Inventories, net | $1,035 | $479 | | Total current assets | $2,053 | $2,544 | | Property, plant and equipment, net | $1,710 | $1,004 | | **Total assets** | **$5,157** | **$4,642** | | **LIABILITIES AND EQUITY** | | | | Total current liabilities | $629 | $300 | | Long-term debt, net | $3,067 | $3,139 | | **Total liabilities** | **$4,333** | **$3,780** | | **Total equity** | **$824** | **$862** | | **Total liabilities and equity** | **$5,157** | **$4,642** | Cash Flow Summary for Nine Months Ended Sep 30 (in millions) | | **2019** | **2018** | | :--- | :--- | :--- | | Cash provided by operating activities | $237 | $143 | | Cash used in investing activities | $(1,120) | $(121) | | Cash used in financing activities | $(517) | $(34) | | Net (decrease) increase in cash | $(1,380) | $(33) | - On April 10, 2019, the company completed the acquisition of Cristal's TiO2 business for **$1.675 billion in cash** and 37,580,000 ordinary shares, valued at approximately $2.2 billion in total[43](index=43&type=chunk) - To gain regulatory approval, Tronox divested Cristal's North American TiO2 business to INEOS for approximately **$708 million** and the 8120 paper laminate grade to Venator[28](index=28&type=chunk)[44](index=44&type=chunk)[47](index=47&type=chunk) - The company repurchased 14 million shares from Exxaro for approximately **$200 million** and redeemed Exxaro's 26% interest in Tronox Sands for approximately **$148 million**[31](index=31&type=chunk)[33](index=33&type=chunk) - As of September 30, 2019, total long-term debt, net of discounts and issuance costs, was approximately **$3.1 billion**[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A focuses on the financial impact of the Cristal acquisition, including pro forma results and synergy programs - The Cristal acquisition, completed on April 10, 2019, significantly expanded operations, making Tronox a **fully vertically integrated producer of TiO2 pigment**[160](index=160&type=chunk)[161](index=161&type=chunk) - The company is targeting **$220 million in operating synergies by 2022** from the Cristal acquisition and has raised its 2019 synergy target to $65 million[170](index=170&type=chunk)[173](index=173&type=chunk) - Q3 2019 revenue was impacted by **lower TiO2 and Zircon volumes sequentially**, with softening demand in EMEA, Asia, and Latin America[174](index=174&type=chunk) - Reported Q3 gross margin was negatively impacted by **5 percentage points** due to the step-up in value of acquired Cristal inventory and assets[187](index=187&type=chunk)[195](index=195&type=chunk) - Pro forma Q3 TiO2 revenue declined due to lower selling prices, while **Zircon revenue declined 35%** due to a 32% drop in sales volumes[183](index=183&type=chunk) - Proceeds from the **$708 million sale** of Cristal's North American operations were used for a $200 million share repurchase and a $195 million debt prepayment[237](index=237&type=chunk) - Net cash provided by operating activities for the first nine months of 2019 was **$237 million**, an increase of $94 million from the prior year[252](index=252&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP) | | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | **Net (loss) income (U.S. GAAP)** | $(6)M | $(92)M | | **EBITDA (non-U.S. GAAP)** | $121M | $256M | | Adjustments (Inventory step-up, transaction costs, etc.) | $63M | $203M | | **Adjusted EBITDA (non-U.S. GAAP)** | **$184M** | **$459M** | Q3 2019 vs Q3 2018 Pro Forma Results (in millions) | | Q3 2019 (Pro Forma) | Q3 2018 (Pro Forma) | Variance | | :--- | :--- | :--- | :--- | | **Net sales** | $768 | $832 | $(64) | | **Gross profit** | $173 | $212 | $(39) | | **Income from operations** | $88 | $115 | $(27) | | **Adjusted EBITDA** | $184 | $215 | $(31) | Total Liquidity (in millions) | | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $305 | $1,034 | | Available under Revolvers | $356 | $249 | | **Total** | **$661** | **$1,283** | [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market, credit, interest rate, and currency risks from its global operations and debt structure - A hypothetical **1% increase in interest rates** would result in a net increase to pre-tax loss of approximately **$10 million** on an annualized basis[306](index=306&type=chunk) - The company uses **interest-rate swaps** to convert a portion of its variable-rate Term Loan Facility to a fixed rate, mitigating interest rate exposure[307](index=307&type=chunk) - To manage currency risk, the company entered into **foreign currency contracts** to hedge non-functional currency sales and costs[309](index=309&type=chunk) [Controls and Procedures](index=59&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed effective, excluding the recently acquired Cristal business pending integration - Management concluded that **disclosure controls and procedures were effective** as of September 30, 2019[312](index=312&type=chunk) - The assessment of internal controls over financial reporting **excluded the newly acquired Cristal business**, which constituted 54% of total assets[312](index=312&type=chunk) - The company is in the process of incorporating Cristal's internal controls, expected to be completed for the **December 31, 2020 assessment**[314](index=314&type=chunk) [PART II – OTHER INFORMATION](index=60&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) The company is in a legal dispute with Venator over a break fee, with a counterclaim for damages - Venator Materials plc sued Tronox for a **$75 million "Break Fee"** related to a preliminary agreement for the sale of Cristal's North American operations[127](index=127&type=chunk) - Tronox has counterclaimed against Venator for **$400 million in damages**, alleging Venator's breach of contract led to a lower sale price[127](index=127&type=chunk) [Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors) A key risk involves integrating the acquired Cristal business into the public company's internal control framework - The company identifies a **significant risk in integrating the acquired Cristal business** into its internal control over financial reporting as required by the Sarbanes-Oxley Act[320](index=320&type=chunk) - Failure to properly integrate Cristal's controls could lead to increased compliance costs and **potentially result in material weaknesses**[320](index=320&type=chunk)[321](index=321&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company executed a partial share repurchase program in Q3 2019, limited by NOL-related restrictions - The share repurchases were made under a **$100 million program** authorized on June 3, 2019, which was not fully completed due to NOL-related restrictions[325](index=325&type=chunk)[326](index=326&type=chunk) Issuer Purchases of Equity Securities (Q3 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | | July 1 - July 31, 2019 | 2,496,293 | $12.24 | $13,647,254 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to ___________ 1-35573 (Commission file number) TRONOX HOLDINGS PLC (Exact Name of Registrant as Specified in its Charter) extended transition period ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to ___________ 1-35573 (Commission file number) TRONOX HOLDINGS PLC (Exact Name of Registrant as Specified in its Charter) extended transition perio ...