trox-20240331

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, 2024


☐			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)


England and Wales						98-1467236
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


263 Tresser Boulevard, Suite 1100 Stamford, Connecticut 06901						Laporte Road, Stallingborough Grimsby, North East Lincolnshire, DN40 2PR United Kingdom

Registrant’s telephone number, including area code: (203) 705-3800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class						Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share						New York Stock Exchange

Trading Symbol: TROX

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 22, 2024, the Registrant had 157,838,526 ordinary shares outstanding.

Table of Contents


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	43
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46

SIGNATURES		47

Table of Contents

Item 1. Financial Statements (Unaudited)


			Page No.

Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023			4
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2024 and 2023			5
Unaudited Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023			6
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023			7
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the Three Months Ended March 31, 2024 and 2023			8
Notes to Unaudited Condensed Consolidated Financial Statements			10

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Millions of U.S. dollars, except share and per share data)


	Three Months Ended March 31,
	2024		2023
Net sales	$	774	$	708
Cost of goods sold	654		575
Gross profit	120		133
Selling, general and administrative expenses	79		71

Income from operations	41		62
Interest expense	(42)		(33)
Interest income	4		3

Other (expense) income, net	(1)		2
Income before income taxes	2		34
Income tax provision	(11)		(9)
Net (loss) income	(9)		25
Net income attributable to noncontrolling interest	—		2
Net (loss) income attributable to Tronox Holdings plc	$	(9)	$	23

(Loss) Earnings per share:
Basic	$	(0.06)	$	0.15
Diluted	$	(0.06)	$	0.15

Weighted average shares outstanding, basic (in thousands)	157,331		155,175
Weighted average shares outstanding, diluted (in thousands)	157,331		156,641

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

(Millions of U.S. dollars)


	Three Months Ended March 31,
	2024		2023
Net (loss) income	$	(9)	$	25
Other comprehensive income (loss):
Foreign currency translation adjustments	(41)		(13)
Pension and postretirement plans:
Actuarial loss, (net of tax benefit of nil and $1 million in the three months ended March 31, 2024 and 2023, respectively)	—		1

Total pension and postretirement gain	—		1
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax benefit of nil and $1 million in the three months ended March 31, 2024 and 2023, respectively)	(1)		3
Unrealized gains (losses) on derivative financial instruments, (net of tax benefit of nil and $2 million for the three months ended March 31, 2024 and March 31, 2023, respectively) - See Note 12	10		(6)

Other comprehensive loss	(32)		(15)

Total comprehensive (loss) income	(41)		10

Comprehensive (loss) income attributable to noncontrolling interest:
Net income	—		2
Foreign currency translation adjustments	(1)		2
Comprehensive (loss) income attributable to noncontrolling interest	(1)		4

Comprehensive (loss) income attributable to Tronox Holdings plc	$	(40)	$	6

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Millions of U.S. dollars, except share and per share data)

SEC Form 10-Q filed by Tronox Holdings plc