TRONOX※ 1 First Quarter 2021 Conference Call Tronox Holdings plc April 29, 2021 Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 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) Q1 2021 Earnings Conference Call April 29, 2021 ET Company Participants Jennifer Guenther - Vice President of Investor Relations John Romano - Co-Chief Executive Officer Jean-François Turgeon - Co-Chief Executive Officer Tim Carlson - Chief Financial Officer Conference Call Participants John McNulty - BMO Capital Markets Frank Mitsch - Fermium Research Josh Spector - UBS Duffy Fischer - Barclays Vincent Andrews - Morgan Stanley Hassan Ahmed - Alembic Global Jeff Zekauskas - J ...

For the transition period from __________to ___________ 1-35573 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, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Commission file number) TRONOX HOLDINGS PLC (Exact Name of Registrant as Specified in its Charter) extended transition perio ...

PART I [Business](index=6&type=section&id=Item%201.%20Business) Tronox is the world's leading vertically integrated manufacturer of titanium dioxide pigment, leveraging its global mining and production facilities to maintain a low-cost, high-quality market position - Tronox is the world's leading vertically integrated manufacturer of TiO2 pigment, operating mines and beneficiation/smelting operations in Australia, South Africa, and Brazil, with nine pigment facilities globally[22](index=22&type=chunk) - Key strategic initiatives in 2020 focused on becoming a low-cost producer through IT transformation (Project newTron), stabilizing margins via improved contracting, and strengthening vertical integration through projects like the Atlas Campaspe mine development and the Jazan, KSA smelter facility[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - The company successfully achieved **$243 million** in total synergies from the Cristal Transaction by the end of 2020, exceeding its goal of $220 million by 2022[36](index=36&type=chunk) - Tronox employs approximately **6,500 people** across six continents, with a significant focus on safety, knowledge transfer between mining and pigment operations, and fostering a diverse and inclusive culture[63](index=63&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) 2020 Revenue by Product and Geography | Category | Percentage of Revenue | | :--- | :--- | | **By Product** | | | TiO2 | 79% | | Zircon | 10% | | Feedstock & Other | 11% | | **By Geography** | | | Europe, Middle East & Africa | 32% | | Asia Pacific | 28% | | North America | 29% | | South & Central America | 11% | [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from market volatility, the COVID-19 pandemic, intense competition, operational challenges, substantial debt, and complex regulatory environments, particularly in South Africa - Market conditions and global economic downturns, including the impact of the COVID-19 pandemic, could adversely affect demand and prices for the company's products, particularly TiO2 and zircon[88](index=88&type=chunk)[91](index=91&type=chunk) - The company faces significant operational and regulatory risks in **South Africa**, including an unpredictable regulatory environment (Mining Charter III), reliance on a single state-owned energy supplier (Eskom), potential land expropriation, and exchange control restrictions[110](index=110&type=chunk)[116](index=116&type=chunk)[130](index=130&type=chunk) - As of December 31, 2020, the company had approximately **$3.4 billion** in total principal debt, with restrictive covenants that could affect operational flexibility and liquidity[127](index=127&type=chunk) - The classification of TiO2 powder as a **Category 2 Carcinogen** by inhalation in the European Union could lead to more stringent regulations, impact marketing, and increase costs[137](index=137&type=chunk)[138](index=138&type=chunk) - Concentrated ownership by **Cristal (26%)** and **Exxaro (10%)** may allow them to influence corporate decisions, potentially creating conflicts of interest with other shareholders[152](index=152&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[168](index=168&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) The company's assets include global mining operations and nine TiO2 pigment facilities with a total annual capacity of 1,078,000 metric tonnes, though total heavy mineral reserves decreased by 4.5% in 2020 TiO2 Production Facilities and Capacity (as of Dec 31, 2020) | Facility Location | Annual Capacity (MT) | Process | | :--- | :--- | :--- | | Hamilton, Mississippi, USA | 225,000 | Chloride | | Yanbu, Saudi Arabia | 200,000 | Chloride | | Stallingborough, England, UK | 165,000 | Chloride | | Kwinana, Western Australia | 150,000 | Chloride | | Kemerton, Western Australia | 110,000 | Chloride | | Botlek, the Netherlands | 90,000 | Chloride | | Salvador, Bahia, Brazil | 60,000 | Sulphate | | Fuzhou, Jiangxi Province, China | 46,000 | Sulphate | | Thann, Alsace, France | 32,000 | Sulphate | | **Total** | **1,078,000** | | Heavy Mineral Reserves Summary (as of Dec 31, 2020) | Mine / Deposit | Total Ore (million tonnes) | In-Place THM (million tonnes) | Change from 2019 (% THM) | | :--- | :--- | :--- | :--- | | Namakwa Sands, RSA | 727 | 43.9 | (3.6)% | | KZN Sands, RSA | 225 | 12.6 | (5.2)% | | Northern Operations, Australia | 429 | 9.9 | (10.0)% | | Southern Operations, Australia | 19 | 1.0 | (11.6)% | | Eastern Operations, Australia | 145 | 7.0 | (4.6)% | | **Global Total** | **1,545** | **74.4** | **(4.5)%** | 3-Year Heavy Mineral Reserves Comparison (In-Place THM, millions of metric tonnes) | Region | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Total South Africa | 56.5 | 58.8 | 54.9 | | Total Australia | 17.9 | 19.3 | 11.2 | | **Total Tronox** | **74.4** | **78.1** | **66.1** | [Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company is engaged in legal matters concerning environmental remediation at a former plant and a significant contractual dispute with Venator Materials plc - The company has a provision of **$60 million** for remediation at the former Hawkins Point Plant in Baltimore, Maryland, and is in discussions with state regulators for a new consent decree[567](index=567&type=chunk) - Tronox is in litigation with Venator Materials plc, which is claiming a **$75 million** "Break Fee," while Tronox has filed a counterclaim seeking **$400 million** in damages[567](index=567&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[239](index=239&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's ordinary shares are traded on the New York Stock Exchange under the ticker symbol "TROX" - The company's ordinary shares trade on the New York Stock Exchange under the symbol **"TROX"**[242](index=242&type=chunk) [Selected Financial Data](index=46&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable - Not applicable[243](index=243&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2020, reported net sales increased 4%, but pro forma sales declined 8% due to COVID-19 impacts, while net income was significantly boosted by a large non-cash tax benefit - On a pro forma basis, which assumes the Cristal acquisition occurred on January 1, 2018, net sales for 2020 decreased by **$250 million (8%)** compared to 2019, primarily due to lower sales volumes of TiO2 and pig iron, and lower average selling prices for Zircon[254](index=254&type=chunk) - Total available liquidity as of December 31, 2020, was **$1,041 million**, including $619 million in cash and $422 million available under revolving credit facilities, with total debt at $3.3 billion[248](index=248&type=chunk)[270](index=270&type=chunk) - Net cash provided by operating activities decreased to **$355 million** in 2020 from $412 million in 2019, primarily due to a higher use of cash for working capital[287](index=287&type=chunk) Consolidated Results of Operations (Reported) | (Millions of U.S. Dollars) | 2020 | 2019 | Variance | | :--- | :--- | :--- | :--- | | **Net sales** | **$2,758** | **$2,642** | **$116** | | Gross profit | $621 | $464 | $157 | | Gross Margin | 23% | 18% | 5 pts | | Income from operations | $271 | $95 | $176 | | Net income from continuing operations | $995 | $(102) | $1,097 | | **Adjusted EBITDA** | **$668** | **$615** | **$53** | Reconciliation of Net Income to Adjusted EBITDA (Reported) | (Millions of U.S. Dollars) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net (loss) income from continuing operations | $995 | $(102) | $30 | | Interest expense | 189 | 201 | 193 | | Income tax provision | (881) | 14 | 13 | | Depreciation, depletion and amortization | 304 | 280 | 195 | | **EBITDA (non-U.S. GAAP)** | **$599** | **$375** | **$398** | | Adjustments (Inventory step-up, transaction costs, etc.) | 69 | 240 | 115 | | **Adjusted EBITDA (non-U.S. GAAP)** | **$668** | **$615** | **$513** | [Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to commodity, credit, interest rate, and currency risks, which it manages through derivative instruments like interest-rate swaps and foreign currency contracts - The company is exposed to interest rate risk on its floating-rate debt; a hypothetical **1% increase** in interest rates would result in a net decrease to pre-tax income of approximately **$7 million** on an annualized basis[350](index=350&type=chunk) - Significant currency risk exists, especially in South Africa and Australia, where revenues are primarily in U.S. dollars while expenses are in local currencies, with forward contracts used to hedge these exposures[352](index=352&type=chunk) - As of December 31, 2020, the company had interest-rate swap agreements with a notional value of **$750 million** to convert a portion of its variable-rate Term Loan Facility to a fixed rate[550](index=550&type=chunk) [Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited consolidated financial statements and detailed notes for the fiscal years ended December 31, 2020, 2019, and 2018 [Consolidated Financial Statements](index=71&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show net sales of $2.758 billion and net income of $969 million for 2020, with total assets of $6.568 billion at year-end Key Financial Statement Data (Year Ended Dec 31, 2020) | Metric | Amount (Millions USD) | | :--- | :--- | | **Statement of Operations** | | | Net Sales | $2,758 | | Gross Profit | $621 | | Income from Operations | $271 | | Net Income (Loss) Attributable to Tronox | $969 | | **Balance Sheet (as of Dec 31, 2020)** | | | Total Current Assets | $2,529 | | Total Assets | $6,568 | | Total Current Liabilities | $805 | | Long-term Debt, net | $3,263 | | Total Liabilities | $4,697 | | Total Equity | $1,871 | [Note 3. Acquisitions and Related Divestitures](index=83&type=section&id=Note%203.%20Acquisitions%20and%20Related%20Divestitures) This note details the termination of the TTI acquisition and provides the final purchase price allocation for the ~$2.2 billion Cristal acquisition completed in 2019 - The company terminated its agreement to acquire the Tizir Titanium and Iron (TTI) business in January 2021 and paid an **$18 million** termination fee after a UK regulatory investigation[437](index=437&type=chunk)[439](index=439&type=chunk) Cristal Transaction Summary (April 10, 2019) | Component | Value (Millions USD) | | :--- | :--- | | Cash Consideration Paid | $1,675 | | Fair Value of Shares Issued | $526 | | **Total Purchase Price** | **$2,201** | | Total Assets Acquired (Fair Value) | $2,923 | | Total Liabilities Assumed (Fair Value) | $674 | [Note 8. Income Taxes](index=92&type=section&id=Note%208.%20Income%20Taxes) The company recorded an $881 million income tax benefit in 2020, primarily from a $909 million non-cash release of a valuation allowance on U.S. deferred tax assets - The company recorded a total income tax benefit of **$881 million** in 2020, compared to a $14 million provision in 2019[481](index=481&type=chunk) - A significant non-cash deferred tax benefit of **$909 million** was recognized in 2020 due to the reversal of a valuation allowance on U.S. deferred tax assets[492](index=492&type=chunk) - As of December 31, 2020, the company had total tax loss carryforwards of **$9.7 billion**, including $4.4 billion in U.S. federal and $4.2 billion in U.S. state jurisdictions[501](index=501&type=chunk) [Note 15. Debt](index=100&type=section&id=Note%2015.%20Debt) As of year-end 2020, the company had total long-term debt of $3.356 billion and made a voluntary prepayment of $200 million on its Term Loan Facility - In May 2020, the company issued **$500 million** of 6.5% senior secured notes due 2025, using a portion of the proceeds to repay $200 million drawn on its revolvers[528](index=528&type=chunk) - In December 2020, the company made a voluntary prepayment of **$200 million** on its Term Loan Facility, resulting in a $2 million loss on extinguishment of debt[524](index=524&type=chunk) Long-term Debt Principal Balances (as of Dec 31, 2020) | Facility | Principal (Millions USD) | Maturity Date | | :--- | :--- | :--- | | Term Loan Facility | $1,607 | Sep 2024 | | Senior Notes due 2025 (5.75%) | $450 | Oct 2025 | | Senior Notes due 2026 (6.50%) | $615 | Apr 2026 | | Senior Secured Notes due 2025 (6.50%) | $500 | May 2025 | | Standard Bank Term Loan Facility | $115 | Mar 2024 | | Other | $69 | Various | | **Total** | **$3,356** | | [Note 24. Related Party Transactions](index=120&type=section&id=Note%2024.%20Related%20Party%20Transactions) The company engages in significant transactions with major shareholders Exxaro and Cristal, including loans and asset acquisitions related to the Jazan smelter and Yanbu facility - As of December 31, 2020, major shareholders **Exxaro** and a **Cristal affiliate** (owned by Tasnee) held **10.3%** and **26%** of Tronox's shares, respectively[612](index=612&type=chunk)[617](index=617&type=chunk) - Tronox has an option to acquire 90% of a titanium slag smelter in Jazan, KSA, and has loaned the maximum committed amount of **$125 million** to facilitate the smelter's start-up[617](index=617&type=chunk)[618](index=618&type=chunk) - In December 2020, Tronox acquired MGT assets from Cristal in exchange for a **$36 million** note payable, with repayment tied to product delivery volumes[623](index=623&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=125&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[632](index=632&type=chunk) [Controls and Procedures](index=126&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls, procedures, and internal control over financial reporting were effective as of December 31, 2020 - Management concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2020[633](index=633&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2020, based on the COSO framework[635](index=635&type=chunk) [Other Information](index=126&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[639](index=639&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=127&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section incorporates information by reference from the 2021 proxy statement and notes the appointment of interim co-CEOs in December 2020 - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2021 proxy statement[641](index=641&type=chunk) - Effective December 27, 2020, **John D. Romano** and **Jean-François Turgeon** were appointed interim co-CEOs following a leave of absence by Chairman and CEO Jeffry N. Quinn[642](index=642&type=chunk) [Executive Compensation](index=127&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive and director compensation is incorporated by reference from the company's 2021 proxy statement - Information regarding executive compensation is incorporated by reference from the company's 2021 proxy statement[643](index=643&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=127&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Information regarding security ownership is incorporated by reference from the 2021 proxy statement, with details provided on securities available under equity compensation plans Equity Compensation Plan Information (as of Dec 31, 2020) | Category | Number of Securities | | :--- | :--- | | To be issued upon exercise of outstanding awards | 8,505,796 | | Weighted-average exercise price of outstanding options | $21.60 | | Remaining available for future issuance | 8,755,422 | [Certain Relationships and Related Transactions, and Director Independence](index=127&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related transactions and director independence is incorporated by reference from the company's 2021 proxy statement - Information regarding related transactions and director independence is incorporated by reference from the company's 2021 proxy statement[648](index=648&type=chunk) [Principal Accounting Fees and Services](index=128&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's 2021 proxy statement - Information regarding principal accounting fees and services is incorporated by reference from the company's 2021 proxy statement[650](index=650&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=129&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the report and notes the omission of financial statement schedules as the required information is included elsewhere - All financial statement schedules have been omitted as they are either inapplicable or the required information is included in the consolidated financial statements or notes[653](index=653&type=chunk) [Form 10-K Summary](index=132&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company provides no Form 10-K summary - None[662](index=662&type=chunk)

TRONOX※ 1 Fourth Quarter and Full Year 2020 Conference Call Tronox Holdings plc February 18, 2021 Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2021 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 ...

Tronox Holdings plc (NYSE:TROX) Q4 2020 Earnings Conference Call February 18, 2021 8:00 AM ET Company Participants Jennifer Guenther - VP of IR John Romano - Interim Co-CEO Jean-François Turgeon - Interim Co-CEO Tim Carlson - Senior VP & CFO Conference Call Participants John McNulty - BMO Capital Markets Frank Mitsch - Fermium Research Hassan Ahmed - Alembic Global Josh Spector - UBS Roger Spitz - Bank of America Travis Edwards - Goldman Sachs Operator Hello, and welcome to the Tronox Holdings plc Fourth Qu ...

PART I – FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Tronox Holdings plc's unaudited condensed consolidated financial statements, including statements of operations, balance sheets, and cash flows, with detailed explanatory notes [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a significant net income increase in Q3 2020 and YTD 2020, primarily driven by a substantial income tax benefit Condensed Consolidated Statements of Operations Highlights (in millions) | Metric | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $675 | $768 | $1,975 | $1,949 | | **Gross profit** | $139 | $133 | $443 | $316 | | **Income from operations** | $49 | $48 | $177 | $51 | | **Income tax benefit (provision)** | $893 | $(12) | $876 | $(10) | | **Net income (loss)** | $902 | $(6) | $938 | $(92) | | **Net income (loss) attributable to Tronox** | $896 | $(13) | $924 | $(109) | | **Diluted EPS** | $6.18 | $(0.09) | $6.42 | $(0.78) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and equity significantly increased as of September 30, 2020, primarily due to higher deferred tax assets and retained earnings Condensed Consolidated Balance Sheet Highlights (in millions) | Metric | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $722 | $302 | | **Total current assets** | $2,586 | $2,073 | | **Deferred tax assets** | $997 | $110 | | **Total assets** | $6,476 | $5,268 | | **Long-term debt, net** | $3,424 | $2,988 | | **Total liabilities** | $4,788 | $4,352 | | **Total equity** | $1,688 | $916 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased, while investing cash outflow significantly reduced, and financing cash flow turned positive due to new debt Condensed Consolidated Statements of Cash Flows Highlights (in millions) | Metric | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | **Cash provided by operating activities** | $156 | $237 | | **Cash used in investing activities** | $(151) | $(1,120) | | **Cash provided by (used in) financing activities** | $440 | $(517) | | **Net increase (decrease) in cash** | $438 | $(1,380) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the basis of financial presentation, significant accounting policies, acquisitions, restructuring, and income tax adjustments - The company's long-term strategy is to be vertically integrated, consuming its own feedstock materials in its nine TiO2 pigment facilities to deliver low-cost, high-quality pigment[26](index=26&type=chunk) - In May 2020, the company signed a definitive agreement to acquire the Tizir Titanium and Iron ("TTI") business from Eramet S.A. for approximately **$300 million** in cash, with closing anticipated before **May 13, 2021**[34](index=34&type=chunk)[36](index=36&type=chunk) - During Q3 2020, the company determined sufficient positive evidence existed to reverse a portion of the valuation allowance for its U.S. deferred tax assets, resulting in a non-cash deferred tax benefit of **$895 million**[64](index=64&type=chunk) - On May 1, 2020, a subsidiary issued **$500 million** of **6.5%** senior secured notes due 2025, using a portion of the proceeds to repay **$200 million** of outstanding borrowings under its revolving credit facilities[82](index=82&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) Management analyzes financial condition and results, highlighting the impact of the Cristal acquisition and COVID-19, including liquidity and non-GAAP measures [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Net sales decreased in Q3 2020 due to lower volumes, while nine-month reported sales increased due to the Cristal acquisition Q3 2020 vs Q3 2019 Revenue by Product (in millions) | Product | Q3 2020 | Q3 2019 | Variance | Percentage | | :--- | :--- | :--- | :--- | :--- | | **TiO2** | $543 | $603 | $(60) | (10)% | | **Zircon** | $56 | $68 | $(12) | (18)% | | **Feedstock and other** | $76 | $97 | $(21) | (22)% | | **Total net sales** | $675 | $768 | $(93) | (12)% | Nine Months 2020 vs 2019 Pro Forma Revenue by Product (in millions) | Product | YTD 2020 | YTD 2019 | Variance | Percentage | | :--- | :--- | :--- | :--- | :--- | | **TiO2** | $1,589 | $1,830 | $(241) | (13)% | | **Zircon** | $189 | $239 | $(50) | (21)% | | **Feedstock and other** | $197 | $246 | $(49) | (20)% | | **Total net sales** | $1,975 | $2,315 | $(340) | (15)% | - The company has delivered total synergies of **$183 million** in the first nine months of 2020 and is raising its full-year 2020 synergy target to **$235 million**[136](index=136&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity significantly increased to $1.1 billion, bolstered by new debt issuance, with no major debt maturities until 2024 Liquidity Position (in millions) | Component | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $722 | $302 | | **Available under Revolvers** | $376 | $346 | | **Total Liquidity** | $1,098 | $648 | - Working capital increased to **$1.8 billion** at September 30, 2020, from **$1.4 billion** at December 31, 2019[171](index=171&type=chunk) - In May 2020, the company issued **$500 million** in **6.5%** senior secured notes due 2025, using a portion of the proceeds to repay **$200 million** in revolver borrowings[182](index=182&type=chunk) [Non-U.S. GAAP Financial Measures](index=52&type=section&id=Non-U.S.%20GAAP%20Financial%20Measures) This section reconciles non-U.S. GAAP measures like EBITDA and Adjusted EBITDA, used by management to evaluate performance Reconciliation of Net Income (Loss) to Adjusted EBITDA (in millions) | Metric | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net income (loss) (U.S. GAAP)** | $902 | $(6) | $938 | $(92) | | **EBITDA (non-U.S. GAAP)** | $132 | $121 | $415 | $256 | | **Adjusted EBITDA (non-U.S. GAAP)** | $148 | $184 | $464 | $459 | [Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company discloses exposures to market, credit, interest rate, and currency risks, and its use of derivatives for mitigation - The ten largest third-party TiO2 customers represented **33%** of consolidated net sales for the first nine months of 2020[227](index=227&type=chunk) - A hypothetical **1%** increase in interest rates would result in a net decrease to pre-tax income of approximately **$4 million** on an annualized basis as of September 30, 2020[228](index=228&type=chunk) - The company is particularly exposed to currency fluctuations in South Africa and Australia, where revenues are largely in U.S. dollars while expenses are in local currencies, and uses foreign currency contracts to hedge these exposures[231](index=231&type=chunk) [Controls and Procedures](index=62&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2020, the company's management concluded that its disclosure controls and procedures were effective[234](index=234&type=chunk) - No changes occurred during the quarter ended September 30, 2020, that materially affected or are reasonably likely to materially affect the company's internal control over financial reporting[236](index=236&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=63&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal proceedings, including environmental remediation and litigation with Venator Materials plc - The company is involved in litigation with Venator Materials plc, where Venator claims a **$75 million** "Break Fee" and Tronox has counterclaimed for **$400 million** in damages related to the divestiture of Cristal's North American operations[103](index=103&type=chunk) [Risk Factors](index=63&type=section&id=Item%201A.%20Risk%20Factors) This section refers to previously disclosed risk factors, with no material changes except for a COVID-related update - There have been no material changes from the risk factors disclosed in the company's Form 10-K, except for a COVID-related risk factor filed on Form 8-K on April 23, 2020[239](index=239&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[240](index=240&type=chunk) [Defaults Upon Senior Securities](index=64&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported[241](index=241&type=chunk) [Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for this reporting period - Not applicable[242](index=242&type=chunk) [Other Information](index=64&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this period - None reported[243](index=243&type=chunk) [Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications and iXBRL formatted financial statements - Exhibits filed include Rule 13a-14(a) and Section 1350 certifications for the CEO and CFO, as well as iXBRL formatted financial statements[245](index=245&type=chunk)

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 ...