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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 1 Third Quarter 2025 Conference Call Tronox Holdings plc November 6, 2025
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 2 Presenters Chief Executive Officer John Romano John Srivisal Senior Vice President, Chief Financial Officer
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 Safe Harbor Statement and Non-U.S. GAAP Financial Terms 3 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, uncertainties and assumptions about us, may include projections of our future financial perf ormance, our operating rates, anticipated completion of extensions and upgrades to our mining operations, anticipated trends in our business and industry, including trade defense measures in specific jurisdic tions and their timing and effectiveness, market penetration and growth rates, anticipated costs, competitive landscape, benefits and timing of capital projects including planned mining expansions, the Company's anti cipated capital allocation strategy including future capital expenditures, the benefits and timing of the Company’s cost improvement and other cost saving, inventory reduction and asset rationalization plans, our rare earths and critical minerals strategy 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 the cost improvement plan and other cost saving, inventor y reduction and asset rationalization plans, or achievements to differ materially from the results, level of activity, performance, anticipated costs, benefits and timing of capital projects, or the cost improvem ent plan and other cost saving, inventory reduction and asset rationalization plans, or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; policy changes affecting international trade, including import/export restrictions and tariffs; inflationary pressures and energy costs; currency movements; interes t rate and debt market volatility, including in respect of our debt securities; 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 aff ect 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. 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 fact ors, 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 presentation certain non- U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income attributable to Tronox, including its presentation on a per share basis, a non-U.S. GAAP liquidity measure of Free Cash Flow and net leverage ratio on a trailing twelve-month basis. 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 and operational 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. For the Company's guidance with respect to full year 2025 non- U.S. GAAP financial measures, the Company is not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconc iliation 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.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 4 Key Messages from the Quarter • Q3 results impacted by persistent weak demand, increased downstream destocking, and heightened competitive dynamics across both TiO2 and zircon – Competitor insolvency drove inventory liquidation at below-market prices – India anti-dumping duties were stayed late in the quarter • Focused on safeguarding cash flow – On track to deliver sustainable run-rate cost improvements of more than $60M in 2025 and $125-$175M by end of 2026 – Driving targeted initiatives to monetize inventory – Accelerating scheduled maintenance and idling select assets to reduce inventory in-line with current demand – Enhanced liquidity by raising $400M of secured notes and entered into an inventory financing program • Optimism around recent market developments – Brazil finalized anti-dumping duties at higher rates than provisional levels – Saudi Arabia implemented anti-dumping duties – Strategic push by western economies into rare earths presents unique opportunity for Tronox given our footprint and unique capabilities across mining and upgrading Prioritizing cash amid ongoing market pressures
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 5 Third Quarter 2025 Financial Highlights • Revenue YoY decrease driven by lower market demand and pricing • Loss from operations of $43M; Net loss attributable to Tronox of $99M including $27M of restructuring and other charges, primarily related to the closure of Botlek • Tax expense of $8M due to losses in jurisdictions where the Company does not realize tax benefits • Adjusted diluted loss per share of $0.46 • Adjusted EBITDA of $74M; Adjusted EBITDA margin of 10.6% • Capital expenditures of $80M • Free cash flow was a use of $137M Q3 ’25 Q3 ’24 YoY % ∆ Q2 ’25 QoQ % ∆ Revenue $ 699 $ 804 (13)% $ 731 (4)% (Loss) Income from Operations $(43) $ 54 n/m $(35) n/m Net Loss Attributable to Tronox $(99) $(25) n/m $(84) n/m GAAP Diluted Loss per share $(0.63) ($0.16) n/m $(0.53) n/m Adjusted Diluted Loss per share $(0.46) ($0.13) n/m $(0.28) n/m Adjusted EBITDA $ 74 $ 143 (48)% $ 93 (20)% Adj. EBITDA Margin % 10.6% 17.8% (720)bps 12.7% (210)bps Free Cash Flow $(137) $(14) n/m $(55) n/m Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 6 Commercial Performance Further market demand weakness; heightened competitive dynamics Volume • TiO2 volumes declined 4% QoQ and 8% YoY – Europe, Middle East, and North America saw sharper seasonal declines amid market weakness, destocking, and competitive pressures; Latin America saw seasonal uplift; Asia Pacific growth muted by competition and temporary lift on India anti-dumping duties • Zircon declined on continued demand weakness in China • Sales of other products increased QoQ driven by higher sales of pig iron and heavy mineral concentrate tailings in Q3; Sales declined YoY due to higher volumes sold in the prior year Price/Mix • Continued and heightened competitive pricing pressure on TiO 2 and zircon • Unfavorable zircon grade mix Currency – EUR movements drove tailwinds YoY: Q3’25 vs Q3’24 Revenue QoQ: Q3’25 vs Q2’25 Revenue $12 $42 $75 $804 $699 Q3 2024 Price/Mix Volume Currency Q3 2025 $8 $27 $13 $731 $699 Q2 2025 Price/Mix Volume Currency Q3 2025 Q3’25 Q3’24 YoY % ∆ Q2’25 QoQ % ∆ Revenue $ 699 $ 804 (13)% $ 731 (4)% TiO2 550 616 (11)% 587 (6)% Zircon 59 74 (20)% 68 (13)% Other Products 90 114 (21)% 76 18% YoY % ∆ QoQ % ∆ Volume Price/Mix FX Volume Price/Mix FX TiO2 (8)% (5)% 2% (4)% (3)% 1% Zircon (4)% (16)% - (7)% (6)% - Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 7 Operational Performance Lower market demand drove actions to manage inventory Production Costs • YoY and QoQ: Unfavorable lower of cost or market (LCM) and idle facility adjustments due to lower pricing & higher costs from reduced utilization rate in response to lower demand ($22M impact sequentially); partially offset by lower cost tons sold due to self help measures to reduce costs Freight • YoY: Unfavorable due to repositioning of inventory due to closure of Botlek, increased duties on pig iron and higher freight costs Currency • YoY: Tailwind primarily driven by favorable EUR impacts to revenue; partially offset by unfavorable EUR and GBP impacts to COGS • QoQ: Unfavorable currency impacts to COGS across all currencies; partially offset by favorable EUR impacts to revenue Q3 ’25 Q3 ’24 YoY % ∆ Q2 ’25 QoQ % ∆ Adjusted EBITDA $ 74 $ 143 (48)% $ 93 (20)% Adjusted EBITDA margin 10.6% 17.8% (720)bps 12.7% (210)bps $5 $4 $42 $25 $7 $4 $143 $74 Q3 2024 Price/Mix Volume FX Freight Production Costs Other Q3 2025 YoY: Q3’25 vs Q3’24 Adjusted EBITDA QoQ: Q3’25 vs Q2’25 Adjusted EBITDA $11 $4 $24 $2 $7 $93 $74 Q2 2025 Price/Mix Volume FX Production Costs Other Q3 2025 Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 8 Liquidity, Capital Expenditures & Cash Flow Actively managing balance sheet and enhancing liquidity • Raised $400 million of secured notes in Q3 • Total debt of $3.2B as of September 30, 2025; 7.5x net leverage on TTM basis – Q3 2025 weighted average interest rate of 6.05% – Maintain interest rate swaps such that ~77% of our interest rates are fixed through 2028 – Ample liquidity and do not expect to trigger the springing covenant on revolver • Total available liquidity of $664M as of September 30, 2025 – Includes $185M in cash and cash equivalents – Includes $50M from inventory financing program – Cash is well distributed across regions – no trapped cash • Working Capital was a use of ~$55M, excluding $30M of restructuring payments related to the closure of Botlek – Inventories was a lower benefit due to lower sales volumes; A/P reduced due to cost reduction measures • Invested $80M of CapEx in the business in Q3 – ~59% in maintenance & safety capital – ~41% almost exclusively in mining extensions • Returned $20M to shareholders in the form of dividends paid in Q3 – Q4 dividend reflects updated $0.05 per share level Note: All figures are US$ in millions unless otherwise noted. See appendix reconciliations for non- GAAP financial measures. 733 889 1,075 400 56 2026 2027 2028 2029 2030 2031 2024 Term Loan 2024-B Term Loan 4.625% Sr Notes 9.125% Sr Notes RMB TL Facility Note: Excludes finance leases of $40M, MGT Loan of $14M and Australian Government Loan of $2M. Debt Maturity Schedule as of September 30, 2025
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 Exports (MT) Exports (MT) Exports (MT) 9 Anti-Dumping Measures Create Significant Market Opportunity for Tronox Source: IHS Markit, public disclosures, management estimates Final Duties Implemented (Oct-2025) Provisional Duties Implemented (Jul-2024) Provisional Duties Implemented (Oct-2024) Provisional Duties Expired (Apr-2025) Final Duties Implemented (Oct-2025) India – ~480kt marketEU – ~1,000kt market Brazil – ~180kt market Exports (MT) Saudi Arabia – ~60kt market Final Duties Implemented (May-2025) Temporary Stay on Duties (Sep-2025) Final Duties Implemented (Jan-2025)
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 10 Rare Earths Opportunity: Tronox Has a Rare Mix of Skill Sets Uniquely positioned as a global leader in the mining and chemical industry with established technical and operational expertise invaluable across the Rare Earths chain Mining operations Chemical operations Hydro- and pyrometallurgy Tronox is currently mining monazite in Australia and South Africa Invested 5% equity stake in Lion Rock Minerals whose Minta Project has the potential to be a major source of quality monazite & rutile Tronox operates in both disciplines and counts more than 400 engineers, geologist, and metallurgist among ~6,500 employees Our global footprint provides flexibility to choose where along the value chain we can most effectively optimize our involvement
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 Free Cash Flow Commentary • Fourth quarter working capital expected to be a source of cash from actions taken in Q3 and Q4 • Cash interest increased to reflect Q4 financing and higher debt balances • Cash taxes, most of which have historically been paid in South Africa, will be minimal in 2025 as the capital expenditures planned for our mining expansion projects are deductible expenses • Capex includes ~$15M of capitalized interest 11 2025 Outlook Q1 ’25A Q2 ’25A Q3 ’25A Q4 ’25E TiO2 Volume QoQ / YoY 12% / (1%) (2%) / (11%) (4%) / (8%) ↑3-5% / ↑HSD to ↑LDD Zircon Volume QoQ / YoY (6%) / (15%) 1% / (10%) (7%) / (4%) ↑15-20% Flat / ↑ MSD Revenue $738M $731M $699M Flattish to Q3 2025 Adjusted EBITDA $112M $93M $74M Flattish to Q3 2025 Adj. EBITDA Margin % 15.2% 12.7% 10.6% LDD % Note: See appendix reconciliations for non-GAAP financial measures. For the Company's guidance with respect to fourth quarter 2025 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. Full Year Uses of Cash FY 2025E Net Cash Interest Expense ~$150M Net Cash Taxes <$5M Capital Expenditures ~$330M Q4 2025 Commentary • TiO2 and zircon volumes indicating stronger than normal trends • Expect sequential pricing headwinds for TiO2 down ~2% and zircon decline of ~6% driven by more aggressive competitive dynamics
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 12 2025 Capital Allocation Priorities Investing to maintain our assets, vertical integration, and projects critical to furthering our strategy Bolstering liquidity Adjusted dividend to align with current macroenvironment As the market recovers, resume debt paydown – targeting mid- to long-term net leverage range of <3.0x Taking proactive measures to ensure financial flexibility • Closure of Botlek facility will reduce costs & inventory • Pull forward of maintenance and temporary idling of select mining, upgrading and pigment assets • Executing on Sustainable Cost Improvement Program • Deploying targeted commercial initiatives • Reduced capital expenditures • Reduced dividend by 60% Actions Taken
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 13 Q&A Session
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 14 Appendix
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 15 Tronox – A Diversified, Vertically IntegratedTitanium Industry Leader • Vertically integrated mining and inorganic chemical company • Diverse, well-balanced global footprint aligned with our customer base • 8 pigment plants**, 6 mines, 5 upgrading facilities on 6 continents • Formed through a combination of strategic, transformational transactions – 2005 spin-off from Kerr-McGee Corporation – 2012 acquisition of mineral sands business of Exxaro Resources – April 2019 acquisition of the TiO2 business of The National Titanium Dioxide Company Limited of Saudi Arabia (“Cristal”) from Tasnee 1) At 100% effective capacity. 2) Sales split for FY2024. *85% vertical Integration reflects percentage prior to the idling of the Botlek facility. **Excludes Botlek. On March 17, 2025, Tronox announced its intention to idle its Botlek facility in the Netherlands TROX NYSE $3.1B 2024 Revenue $564M 2024 Adj. EBITDA 85%* Feedstock Integration1 ~6,500 Global Employees ~1,200 Customers 39% 28% 26% 7% Sales by Region2 EMEA Asia Pacific North America Latin America 78% 11% 11% Sales by Product2 TiO2 Zircon Other Products 76% 20% 4% TiO2 Sales Volume by End Use Market2 Paints & Coatings Plastic Paper & Specialty
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 16 2025: Milestone Year for Tronox’s Sustainability Targets 25% reduction ACHIEVE NET ZERO SCOPE 1 & 2 EMISSIONS BY 2050 20501 2030 2025 50% reduction NET ZERO Reduce Scope 1 and 2 GHG emissions intensity 20302 9% reduction REDUCE SCOPE 3 EMISSIONS IN OUR SUPPLY CHAIN 2025 16% reduction in upstream Scope 3 GHG emissions intensity 15% reduction ZERO WASTE TO EXTERNAL DEDICATED LANDFILLS 2050 2030 2025 25% reduction Zero Waste Reduce absolute waste to external dedicated landfills 1Versus 2019 baseline 2Versus 2021 baseline. Tronox added Scope 3 emissions intensity reduction goals in its 2022 report and will expand and refine thi s goal as we gain better understanding of our suppliers’ emissions and reduction plans Remain on track to achieve 2025 targets
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 17 Consolidated Statements of Operations (U.S. GAAP) 2025 2024 2025 2024 Net sales $ 699 $ 804 $ 2,168 $ 2,398 Cost of goods sold 647 676 1,938 2,000 Gross profit 52 128 230 398 Restructuring and other charges 25 — 153 — Selling, general and administrative expenses 70 74 216 227 (Loss) Income from operations (43) 54 (139) 171 Interest expense (48) (42) (135) (126) Interest income 1 3 4 9 Loss on extinguishment of debt — (3) — (3) Other (expense) income, net (2) (11) (9) 7 (Loss) Income before income taxes (92) 1 (279) 58 Income tax provision (8) (26) (17) (82) Net loss (100) (25) (296) (24) Net loss attributable to noncontrolling interest (1) — (2) (6) Net loss attributable to Tronox Holdings plc $ (99) $ (25) $ (294) $ (18) Loss per share: Basic $ (0.63) $ (0.16) $ (1.85) $ (0.11) Diluted $ (0.63) $ (0.16) $ (1.85) $ (0.11) Weighted average shares outstanding, basic (in thousands) 158,600 158,095 158,439 157,811 Weighted average shares outstanding, diluted (in thousands) 158,600 158,095 158,439 157,811 Other Operating Data: Capital expenditures 80 101 273 253 Depreciation, depletion and amortization expense 75 70 220 214 TRONOX HOLDINGS PLC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) (UNAUDITED) (Millions of U.S. dollars, except share and per share data) Three Months Ended September 30, Nine Months Ended September 30,
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 18 Reconciliation of Non-U.S. GAAP Financial Measures 2025 2024 2025 2024 Net loss attributable to Tronox Holdings plc (U.S. GAAP) $ (99) $ (25) $ (294) $ (18) Restructuring and other charges (a) 25 — 150 — Loss on extinguishment of debt (b) — 3 — 3 Tax valuation allowance (c) — — — 16 Sale of royalty interest (d) — — — (21) Other (e) 2 1 3 4 Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP) (1) $ (72) $ (21) $ (141) $ (16) Diluted net loss per share (U.S. GAAP) $ (0.63) $ (0.16) $ (1.85) $ (0.11) Restructuring and other charges, per share 0.16 — 0.94 — Loss on extinguishment of debt, per share — 0.02 — 0.02 Tax valuation allowance, per share — — — 0.10 Sale of royalty interest, per share — — — (0.14) Other, per share 0.01 0.01 0.02 0.03 Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2) $ (0.46) $ (0.13) $ (0.89) $ (0.10) Weighted average shares outstanding, diluted (in thousands) 158,600 158,095 158,439 157,811 RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES TRONOX HOLDINGS PLC Nine Months Ended September 30,Three Months Ended September 30, RECONCILIATION OF NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) TO ADJUSTED NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) (Millions of U.S. dollars, except share and per share data) (UNAUDITED) (e) Represents other activity not representative of the ongoing operations of the Company. (d) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Condensed Consolidated Statements of Operations. (c) 2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian jurisdiction. (1) Only the sale of royalty interest and restructuring and other charges have been tax impacted whereas certain other items were not tax impacted as they were recorded in jurisdictions with full valuation allowances. (2) Diluted adjusted net loss per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net loss attributable to Tronox Holdings plc and share information. (a) Represents restructuring and other charges associated with the Botlek plant idling. (b) Represents the loss in connection with the refinancing of the Term Loan Facility in the US.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 September 30, 2025 December 31, 2024 ASSETS Current Assets Cash and cash equivalents $ 185 $ 151 Restricted cash 1 1 Accounts receivable (net of allowance for credit losses of $1 and $1 as of September 30, 2025 and December 31, 2024, respectively) 301 266 Inventories, net 1,688 1,551 Prepaid and other assets 131 184 Income taxes receivable 2 2 Total current assets 2,308 2,155 Noncurrent Assets Property, plant and equipment, net 2,024 1,927 Mineral leaseholds, net 610 616 Intangible assets, net 221 244 Lease right of use assets, net 178 140 Deferred tax assets 832 830 Other long-term assets 130 126 Total assets $ 6,303 $ 6,038 LIABILITIES AND EQUITY Current Liabilities Accounts payable $ 433 $ 499 Accrued liabilities 238 247 Short-term lease liabilities 27 24 Obligations under inventory financing arrangement 50 — Short-term debt 58 65 Long-term debt due within one year 39 35 Income taxes payable 2 4 Total current liabilities 847 874 Noncurrent Liabilities Long-term debt, net 3,136 2,759 Pension and postretirement healthcare benefits 90 85 Asset retirement obligations 213 172 Environmental liabilities 31 40 Long-term lease liabilities 147 107 Deferred tax liabilities 201 174 Other long-term liabilities 45 36 Total liabilities 4,710 4,247 Commitments and Contingencies Shareholders’ Equity Tronox Holdings plc ordinary shares, par value $0.01 — 158,552,328 shares issued and outstanding at September 30, 2025 and 157,938,056 shares issued and outstanding at December 31, 2024 2 2 Capital in excess of par value 2,097 2,084 Retained earnings 213 555 Accumulated other comprehensive loss (751) (880) Total Tronox Holdings plc shareholders’ equity 1,561 1,761 Noncontrolling interest 32 30 Total equity 1,593 1,791 Total liabilities and equity $ 6,303 $ 6,038 CONDENSED CONSOLIDATED BALANCE SHEETS TRONOX HOLDINGS PLC (Millions of U.S. dollars, except share and per share data) (UNAUDITED) 19 Consolidated Balance Sheets
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 2025 2024 Cash F lows from Operating Activities: Net loss $ (296) $ (24) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation, depletion and amortization 220 214 Deferred income taxes 14 64 Share-based compensation expense 14 17 Amortization of deferred debt issuance costs and discount on debt 7 7 Loss on extinguishment of debt - 3 Restructuring and other charges 153 - Other non-cash items affecting net loss 43 24 Changes in assets and liabilities: Increase in accounts receivable, net of allowance for credit losses (24) (82) Increase in inventories, net (73) (11) Decrease in prepaid and other assets 39 32 Restructuring payments (57) - Decrease in accounts payable and accrued liabilities (70) (2) Net changes in income tax payables and receivables (2) 8 Changes in other non-current assets and liabilities (29) (32) Cash (used in) provided by operating activities (61) 218 Cash F lows from Investing Activities: Capital expenditures (273) (253) Loans 15 - Proceeds from sale of assets 3 27 Cash used in investing activities (255) (226) Cash F lows from F inancing Activities: Repayments of short-term debt (136) (12) Repayments of long-term debt (21) (221) Proceeds from long-term debt 400 212 Proceeds from short-term debt 100 - Proceeds from inventory financing arrangement 50 - Debt issuance costs (7) (14) Dividends paid (40) (61) Restricted stock and performance-based shares settled in cash for withholding taxes (1) (1) Cash provided by (used in) financing activities 345 (97) Effects of exchange rate changes on cash and cash equivalents and restricted cash 5 - Net increase (decrease) in cash and cash equivalents and restricted cash 34 (105) Cash and cash equivalents and restricted cash at beginning of period 152 273 Cash and cash equivalents and restricted cash at end of period $ 186 $ 168 CONSOLIDATED STATEMENTS OF CASH FLOWS TRONOX HOLDINGS PLC (Millions of U.S. dollars) (UNAUDITED) Nine Months Ended September 30, 20 Consolidated Statements of Cash Flows
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 2025 2024 2025 2024 Net loss (U.S. GAAP) $ (100) $ (25) (296) (24) Interest expense 48 42 135 126 Interest income (1) (3) (4) (9) Income tax provision 8 26 17 82 Depreciation, depletion and amortization expense 75 70 220 214 EBITDA (non-U.S. GAAP) 30 110 72 389 Share-based compensation (a) 5 7 14 17 Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (b) 6 8 20 22 Accounts receivable securitization program (c) 3 4 10 11 Foreign currency remeasurement (d) — 8 (1) 10 Sale of royalty interest (e) — — — (28) Restructuring and other charges (f) 25 — 153 — Loss on extinguishment of debt (g) — 3 — 3 Other items (h) 5 3 11 11 Adjusted EBITDA (non-U.S. GAAP) $ 74 $ 143 $ 279 $ 435 2025 2024 Net sales $ 699 $ 804 Net loss (U.S. GAAP) $ (100) $ (25) Net loss (U.S. GAAP) as a % of Net sales (14.3)% (3.1)% Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales 10.6 % 17.8 % September 30, 2025 December 31, 2024 Long-term debt, net $ 3,136 $ 2,759 Short-term debt 58 65 Long-term debt due within one year 39 35 (Less) Cash and cash equivalents (185) (151) Net debt $ 3,048 $ 2,708 Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) $ 408 $ 564 Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above) 7.5x 4.8x TRONOX HOLDINGS PLC RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA, ADJUSTED EBITDA AS A % OF NET SALES AND NET DEBT TO TRAILING-TWELVE MONTHS ADJUSTED (UNAUDITED) (Millions of U.S. dollars) Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30, 21 Reconciliation of Net Income to EBITDA and Adjusted EBITDA (NON-U.S. GAAP) (h) Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other (expense) income, net” in the unaudited Condensed Consolidated Statements of Operations. (a) Represents non-cash share-based compensation. (b) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities. (c) 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. (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 Condensed Consolidated Statements of Operations. (e) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Condensed Consolidated Statements of Operations. (f) Represents restructuring and other charges associated with the Botlek plant idling. (g) Represents the loss in connection with the refinancing of the Term Loan Facility in the US.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 22 Free Cash Flow (NON-U.S. GAAP) Nine Months Ended September 30, 2025 Six Months Ended June 30, 2025 Three Months Ended September 30, 2025 Cash used in operating activities $ (61) $ (4) $ (57) Capital expenditures (273) (193) (80) Free cash flow (non-U.S. GAAP) $ (334) $ (197) $ (137) TRONOX HOLDINGS PLC FREE CASH FLOW (NON-U.S. GAAP) (UNAUDITED) (Millions of U.S. dollars) The following table reconciles cash used in operating activities to free cash flow for the three and nine months ended September 30, 2025:
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2025 23 RECONCILIATION OF TRAILING TWELVE MONTH NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 Net loss (U.S. GAAP) $ (30) $ (111) $ (85) $ (100) $ (326) Interest expense 41 42 45 48 176 Interest income (1) (2) (1) (1) (5) Income tax provision 45 5 4 8 62 Depreciation, depletion and amortization expense 71 71 74 75 291 EBITDA (non-U.S. GAAP) 126 5 37 30 198 Share-based compensation (a) 4 5 4 5 18 Foreign currency remeasurement (b) (11) 1 (2) — (12) Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c) 1 7 7 6 21 Accounts receivable securitization program (d) 4 4 3 3 14 Restructuring and other charges (e) — 86 42 25 153 Other items (f) 5 4 2 5 16 Adjusted EBITDA (non-U.S. GAAP) $ 129 $ 112 $ 93 $ 74 $ 408 TRONOX HOLDINGS PLC RECONCILIATION OF TRAILING TWELVE MONTH NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP) (UNAUDITED) (Millions of U.S. dollars) Three Months Ended Trailing Twelve Month Adjusted EBITDA (f) 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 Condensed Consolidated Statements of Operations. (a) Represents non-cash share-based compensation. (b) 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 Condensed Consolidated Statements of Operations. (e) Represents restructuring and other charges associated with the Botlek plant idling. (d) 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. (c) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.