Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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, 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 July 22, 2024, the Registrant had 157,919,518 ordinary shares outstanding.

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		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	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	46
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	50

SIGNATURES		51

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Item 1. Financial Statements (Unaudited)


			Page No.

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2024 and 2023			4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2024 and 2023			5
Unaudited Condensed Consolidated Balance Sheets at June 30 , 2024 and December 31, 2023			6
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2024 and 2023			7
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the Three and Six Months Ended June 30 , 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net sales	$	820	$	794	$	1,594	$	1,502
Cost of goods sold	670		637		1,324		1,212
Gross profit	150		157		270		290
Selling, general and administrative expenses	74		73		153		144

Income from operations	76		84		117		146
Interest expense	(42)		(38)		(84)		(71)
Interest income	2		3		6		6

Other income, net	19		4		18		6
Income before income taxes	55		53		57		87
Income tax provision	(45)		(322)		(56)		(331)
Net income (loss)	10		(269)		1		(244)
Net (loss) income attributable to noncontrolling interest	(6)		—		(6)		2
Net income (loss) attributable to Tronox Holdings plc	$	16	$	(269)	$	7	$	(246)

Earnings (loss) per share:
Basic	$	0.10	$	(1.72)	$	0.04	$	(1.58)
Diluted	$	0.10	$	(1.72)	$	0.04	$	(1.58)

Weighted average shares outstanding, basic (in thousands)	158,117		156,780		157,730		155,986
Weighted average shares outstanding, diluted (in thousands)	159,288		156,780		158,902		155,986

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Millions of U.S. dollars)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	10	$	(269)	$	1	$	(244)
Other comprehensive income (loss):
Foreign currency translation adjustments	14		(30)		(27)		(43)
Pension and postretirement plans:
Actuarial loss, (net of tax benefit of nil and less than $1 million in the three months ended June 30, 2024 and 2023, respectively, and net of tax benefit of nil and $1 million in the six months ended June 30, 2024 and 2023, respectively)	—		(1)		—		—
Amortization of unrecognized actuarial loss, (net of tax benefit of nil in the three and six months ended June 30, 2024 and 2023)	1		—		1		—
Total pension and postretirement gain (loss)	1		(1)		1		—
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax expense of nil and $1 million in the three months ended June 30, 2024 and 2023, respectively, and net of tax expense of nil and $2 million in the six months ended June 30, 2024 and 2023, respectively)	(2)		1		(3)		4
Unrealized gains (losses) on derivative financial instruments, (net of tax expense of nil and $1 million for the three months ended June 30, 2024 and 2023, respectively, and net of tax benefit of nil and $1 million for the six months ended June 30, 2024 and 2023, respectively) - See Note 12	(1)		9		9		3

Other comprehensive income (loss)	12		(21)		(20)		(36)

Total comprehensive income (loss)	22		(290)		(19)		(280)

Comprehensive (loss) income attributable to noncontrolling interest:
Net (loss) income	(6)		—		(6)		2
Foreign currency translation adjustments	(4)		3		(5)		5
Comprehensive (loss) income attributable to noncontrolling interest	(10)		3		(11)		7

Comprehensive income (loss) attributable to Tronox Holdings plc	$	32	$	(293)	$	(8)	$	(287)

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)


	June 30, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	201	$	273

Accounts receivable (net of allowance for credit losses of $5 million and $3 million as of June 30, 2024 and December 31, 2023, respectively)	382		290
Inventories, net	1,424		1,421
Prepaid and other assets	210		141
Income taxes receivable	9		10
Total current assets	2,226		2,135
Noncurrent Assets
Property, plant and equipment, net	1,841		1,835
Mineral leaseholds, net	639		654
Intangible assets, net	246		243
Lease right of use assets, net	130		132
Deferred tax assets	888		917
Other long-term assets	126		218
Total assets	$	6,096	$	6,134

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	457	$	461
Accrued liabilities	243		230
Short-term lease liabilities	20		24
Short-term debt	—		11
Long-term debt due within one year	26		27

Total current liabilities	746		753
Noncurrent Liabilities
Long-term debt, net	2,781		2,786
Pension and postretirement healthcare benefits	101		104
Asset retirement obligations	182		172
Environmental liabilities	47		48
Long-term lease liabilities	103		103
Deferred tax liabilities	171		149
Other long-term liabilities	34		39
Total liabilities	4,165		4,154

Commitments and Contingencies - Note 15
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 157,912,468 shares issued and outstanding at June 30, 2024 and 156,793,755 shares issued and outstanding at December 31, 2023	2		2
Capital in excess of par value	2,074		2,064
Retained earnings	651		684
Accumulated other comprehensive loss	(829)		(814)
Total Tronox Holdings plc shareholders’ equity	1,898		1,936
Noncontrolling interest	33		44
Total equity	1,931		1,980
Total liabilities and equity	$	6,096	$	6,134

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Millions of U.S. dollars)


	Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net income (loss)	$	1	$	(244)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	144		139
Deferred income taxes	46		310
Share-based compensation expense	10		11
Amortization of deferred debt issuance costs and discount on debt	5		4


Other non-cash items affecting net income (loss)	13		26
Changes in assets and liabilities:
Increase in accounts receivable, net of allowance for credit losses	(97)		(1)
Decrease (increase) in inventories, net	8		(131)
Decrease in prepaid and other assets	10		9
Increase (decrease) in accounts payable and accrued liabilities	13		(43)
Net changes in income tax payables and receivables	(2)		(4)
Changes in other non-current assets and liabilities	(20)		(19)
Cash provided by operating activities	131		57

Cash Flows from Investing Activities:
Capital expenditures	(152)		(148)


Proceeds from sale of assets	16		3
Cash used in investing activities	(136)		(145)

Cash Flows from Financing Activities:
Repayments of short-term debt	(11)		(50)
Repayments of long-term debt	(9)		(9)

Proceeds from short-term debt	—		201



Debt issuance costs	(2)		—

Dividends paid	(41)		(50)

Cash (used in) provided by financing activities	(63)		92

Effects of exchange rate changes on cash and cash equivalents	(4)		(1)

Net (decrease) increase in cash and cash equivalents	(72)		3
Cash and cash equivalents at beginning of period	273		164
Cash and cash equivalents at end of period	$	201	$	167

Supplemental cash flow information:
Interest paid, net	$	78	$	61

Income taxes paid	$	11	$	24

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Millions of U.S. dollars, except for shares)

For the six months ended June 30, 2024


	Tronox Holdings plc Ordinary Shares (in thousands)	Tronox Holdings plc Ordinary Shares (Amount)		Capital in Excess of par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total Tronox Holdings plc Shareholders’ Equity		Non- controlling Interest		Total Equity
Balance at December 31, 2023	156,794	$	2	$	2,064	$	684	$	(814)	$	1,936	$	44	$	1,980
Net loss	—	—		—		(9)		—		(9)		—		(9)
Other comprehensive loss	—	—		—		—		(31)		(31)		(1)		(32)
Share-based compensation	1,050	—		6		—		—		6		—		6
Shares cancelled	(6)	—		—		—		—		—		—		—


Ordinary share dividends ($0.125 per share)	—	—		—		(20)		—		(20)		—		(20)
Balance at March 31, 2024	157,838	$	2	$	2,070	$	655	$	(845)	$	1,882	$	43	$	1,925

Net income (loss)	—	—		—		16		—		16		(6)		10
Other comprehensive income (loss)	—	—		—		—		16		16		(4)		12
Share-based compensation	94	—		4		—		—		4		—		4
Shares cancelled	(20)	—		—		—		—		—		—		—



Ordinary share dividends ($0.125 per share)	—	—		—		(20)		—		(20)		—		(20)









Balance at June 30, 2024	157,912	$	2	$	2,074	$	651	$	(829)	$	1,898	$	33	$	1,931

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)

(Unaudited)

(Millions of U.S. dollars, except for shares)

For the six months ended June 30, 2023


	Tronox Holdings plc Ordinary Shares (in thousands)	Tronox Holdings plc Ordinary Shares (Amount)		Capital in Excess of par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total Tronox Holdings plc Shareholders’ Equity		Non- controlling Interest		Total Equity
Balance at December 31, 2022	154,497	$	2	$	2,043	$	1,080	$	(768)	$	2,357	$	46	$	2,403
Net income	—	—		—		23		—		23		2		25
Other comprehensive income (loss)	—	—		—		—		(17)		(17)		2		(15)
Share-based compensation	2,221	—		6		—		—		6		—		6
Shares cancelled	(1)	—		—		—		—		—		—		—


Ordinary share dividends ($0.125 per share)	—	—		—		(20)		—		(20)		—		(20)
Balance at March 31, 2023	156,717	$	2	$	2,049	$	1,083	$	(785)	$	2,349	$	50	$	2,399

Net loss	—	—		—		(269)		—		(269)		—		(269)
Other comprehensive (loss) income	—	—		—		—		(24)		(24)		3		(21)
Share-based compensation	92	—		5		—		—		5		—		5
Shares cancelled	(22)	—		—		—		—		—		—		—


Minority interest dividend	—	—		—		—		—		—		(8)		(8)
Ordinary share dividends ($0.125 per share)	—	—		—		(20)		—		(20)		—		(20)
Balance at June 30, 2023	156,787	$	2	$	2,054	$	794	$	(809)	$	2,041	$	45	$	2,086

See accompanying notes to unaudited condensed consolidated financial statements.

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TRONOX HOLDINGS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

1. The Company

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our nine TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024 and 2023. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions.

Recently Issued Accounting Pronouncements

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In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". The amendment requires additional disclosures by public entities, including those with a single reportable segment, to disclose significant segment expenses and other segment items for each reportable segment. The guidance applies to fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard.

2. Revenue

We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.

Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as "Accounts receivable" in the unaudited Condensed Consolidated Balance Sheets. As of June 30, 2024, and December 31, 2023, we did not have any material contract asset balances.

Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of both June 30, 2024 and December 31, 2023 were less than $1 million. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All material contract liabilities as of December 31, 2023 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2024.

Disaggregation of Revenue

We operate under one operating and reportable segment, Tronox. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed.

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Net sales to external customers by geographic areas where our customers are located were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
North America	$	222	$	204	$	414	$	393
South and Central America	51		41		97		82
Europe, Middle-East and Africa	308		319		617		602
Asia Pacific	239		230		466		425
Total net sales	$	820	$	794	$	1,594	$	1,502

Net sales from external customers for each similar type of product were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
TiO2	$	653	$	611	$	1,259	$	1,171
Zircon	85		95		173		167
Other products	82		88		162		164
Total net sales	$	820	$	794	$	1,594	$	1,502

Other products mainly include pig iron, TiCl4 and other mining products.

During the six months ended June 30, 2024 and 2023, our ten largest third-party customers represented 36% and 37%, respectively, of our consolidated net sales. During both the six months ended June 30, 2024 and 2023, no single customer accounted for 10% of our consolidated net sales.

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3. Income Taxes

Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Income before income taxes is comprised of the following:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Income tax provision	$	(45)		$	(322)		$	(56)		$	(331)
Income before income taxes	$	55		$	53		$	57		$	87
Effective tax rate	82		%	608		%	98		%	380		%

Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both June 30, 2024 and 2023 was 25%. The statutory rate in the U.K. changed to 25% effective April 1, 2023 and a weighted average of 23.5% was applied for the full year 2023. The effective tax rates for both the three and six months ended June 30, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.

At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions.

During the three months ended June 30, 2024, we identified negative evidence concerning our ability to realize our Brazilian deferred tax assets. This evidence primarily relates to operational losses generated during the current year, a three-year cumulative loss threshold crossed during the quarter, and fluctuating levels of income and expenses which have led to uncertainty regarding the region's ability to generate net income in the foreseeable future. As a result, we recorded a full valuation allowance against Brazil's $16 million in deferred tax assets.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. Until these valuation allowances are eliminated, future provisions for income taxes for these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against specific tax assets in China, South Africa and the United States.

The Company currently has no uncertain tax positions recorded. We believe that we have made adequate provisions for income taxes that may be payable with respect to years open for examination or currently under examination. With regard to years under examination, the ultimate outcome is not presently known and, accordingly, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

During the year ended December 31, 2023, the United Kingdom enacted legislation consistent with guidance from the Organization for Economic Co-operation and Development ("OECD") for the implementation of the Global Anti-Base Erosion Model Rules (Pillar Two). Additionally, various other jurisdictions have now implemented domestic minimum taxes which are also effective for 2024. Neither the UK multinational top-up tax nor any jurisdiction's domestic minimum tax are expected to have a material impact on our income tax provisions for 2024.

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4. Income Per Share

The computation of basic and diluted income per share for the periods indicated is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator - Basic and Diluted:
Net income (loss)	$	10	$	(269)	$	1	$	(244)
Less: Net (loss) income attributable to noncontrolling interest	(6)		—		(6)		2
Net income (loss) available to ordinary shares	$	16	$	(269)	$	7	$	(246)

Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)	158,117		156,780		157,730		155,986
Weighted-average ordinary shares, diluted (in thousands)	159,288		156,780		158,902		155,986

Basic net income (loss) per ordinary share	$	0.10	$	(1.72)	$	0.04	$	(1.58)
Diluted net income (loss) per ordinary share	$	0.10	$	(1.72)	$	0.04	$	(1.58)

Net income (loss) per ordinary share amounts were calculated from exact, not rounded net income (loss) and share information. Anti-dilutive shares not recognized in the diluted net income (loss) per share calculation for the three and six months ended June 30, 2024 and 2023 were as follows:


	Shares
	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Options	3,473	265,376	3,473	265,376
Restricted share units	1,391,399	3,047,432	1,266,453	2,873,310

5. Accounts Receivable Securitization Program

On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivable generated by our wholly-owned Australian operating subsidiaries Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, which remained at $200 million and November 2025, respectively.

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.

As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.

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The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of June 30, 2024 and December 31, 2023, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's unaudited Condensed Consolidated Balance Sheet was $230 million and $186 million, respectively. This resulted in the Company recording $5 million within "Accounts payable" on the Condensed Consolidated Balance Sheet at December 31, 2023, as this amount is due to the Purchaser as a result of a periodic decrease in accounts receivable sold to the Purchaser, which was paid in January 2024. There were no corresponding amounts in Accounts Payable as of June 30, 2024. Additionally, at June 30, 2024 and December 31, 2023, we retained approximately $171 million and $129 million, respectively, of unsold receivables which we pledged as collateral for the sold receivables.

The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash proceeds from collections reinvested in the program	$	276	$	201	$	498	$	345
Incremental accounts receivables sold	306		284		542		422
Fees incurred1	4		3		7		5

1 Amounts relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

6. Inventories, Net

Inventories, net consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	355	$	352
Work-in-process	151		141
Finished goods, net	676		688
Materials and supplies, net	242		240
Inventories, net	$	1,424	$	1,421

Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

At June 30, 2024 and December 31, 2023, there was approximately $59 million and $57 million, respectively, of inventory that is not expected to be sold within one year and as such, has been recorded in "Other long-term assets" on the Condensed Consolidated Balance Sheets.

At June 30, 2024 and December 31, 2023, inventory obsolescence reserves primarily for materials and supplies were $44 million and $42 million, respectively. Reserves for lower of cost or market and net realizable value were $26 million and $50 million at June 30, 2024 and December 31, 2023, respectively.

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7. Property, Plant and Equipment, Net

Property, plant and equipment, net of accumulated depreciation, consisted of the following:


	June 30, 2024		December 31, 2023
Land and land improvements	$	241	$	237
Buildings	409		404
Machinery and equipment	2,564		2,530
Construction-in-progress	372		319
Other	58		60
Subtotal	3,644		3,550
Less: accumulated depreciation	(1,803)		(1,715)
Property, plant and equipment, net	$	1,841	$	1,835

Substantially all of the property, plant and equipment, net is pledged as collateral for our debt.

The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	56	$	52	$	112	$	106
Selling, general and administrative expenses	1		1		2		2
Total	$	57	$	53	$	114	$	108

8. Mineral Leaseholds, Net

Mineral leaseholds, net of accumulated depletion, consisted of the following:


	June 30, 2024		December 31, 2023
Mineral leaseholds	$	1,260	$	1,260
Less: accumulated depletion	(621)		(606)
Mineral leaseholds, net	$	639	$	654

Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $8 million and $7 million during the three months ended June 30, 2024 and 2023, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $15 million and $15 million during the six months ended June 30, 2024 and 2023, respectively.

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9. Intangible Assets, Net

Intangible assets, net of accumulated amortization, consisted of the following:


	June 30, 2024						December 31, 2023
	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	292	$	(260)	$	32	$	291	$	(250)	$	41
TiO2 technology	93		(47)		46		93		(44)		49
Internal-use software and other	218		(50)		168		201		(48)		153
Intangible assets, net	$	603	$	(357)	$	246	$	585	$	(342)	$	243

As of June 30, 2024 and December 31, 2023, internal-use software included approximately $141 million and $125 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.

The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	1	$	1	$	2	$	2
Selling, general and administrative expenses	6		7		13		14
Total	$	7	$	8	$	15	$	16

Estimated future amortization expense related to intangible assets is $17 million for the remainder of 2024, $36 million for 2025, $22 million for 2026, $32 million for 2027, $32 million for 2028 and $107 million thereafter.

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10. Balance Sheet and Cash Flow Supplemental Information

Accrued liabilities consisted of the following:


	June 30, 2024		December 31, 2023
Employee-related costs and benefits	$	114	$	111
Related party payables	14		1
Interest	16		16
Sales rebates	38		36

Taxes other than income taxes	9		6
Asset retirement obligations	12		14



Other accrued liabilities	40		46
Accrued liabilities	$	243	$	230

Additional supplemental cash flow information for the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 is as follows:


	Six Months Ended June 30,
Supplemental non cash information:	2024		2023
Operating activities - Chloride slag inventory purchases made from AMIC (including VAT)	$	34	$	—
Operating activities - MGT sales made to AMIC	$	3	$	3
Operating activities - Withholding tax on sale of royalty interest1	$	7	$	—
Investing activities - Proceeds from sale of royalty interest1	$	7	$	—
Investing activities - In-kind receipt of AMIC loan repayment	$	34	$	—

Financing activities - Repayment of MGT loan	$	3	$	3

	June 30, 2024		December 31, 2023
Capital expenditures acquired but not yet paid	$	59	$	67

1 During the three months ended June 30, 2024, the Company sold a royalty interest in certain Canadian mineral properties for proceeds of $28 million (net of associated transaction costs) which was recorded in "Other income, net" on the unaudited condensed consolidated statement of operations. Of the total proceeds, $7 million were withheld for tax purposes and never collected by the Company.

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11. Debt

Long-Term Debt

Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:


	Original Principal	Annual Interest Rate		Maturity Date	June 30, 2024		December 31, 2023
Term Loan Facility, net of unamortized discount (1)	1,300	Variable		3/11/2028	$	899	$	898
2022 Term Loan Facility, net of unamortized discount(1)	400	Variable		4/4/2029	—		390
2023 Term Loan Facility, net of unamortized discount(1)	350	Variable		8/16/2028	—		347
2024 Term Loan Facility, net of unamortized discount(1)	741	Variable		4/4/2029	735		—
Senior Notes due 2029	1,075	4.625	%	3/15/2029	1,075		1,075
Standard Bank Term Loan Facility (1)	98	Variable		11/11/2026	60		64
Australian Government Loan, net of unamortized discount	N/A	N/A		12/31/2036	1		1
MGT Loan(2)	36	Variable		Variable	22		25
Finance leases					42		43
Long-term debt					2,834		2,843
Less: Long-term debt due within one year					(26)		(27)
Debt issuance costs					(27)		(30)
Long-term debt, net					$	2,781	$	2,786

_______________

(1)The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility and the Standard Bank Term Loan Facility was 5.7%, 9.2%, 9.3%, 8.2% and 10.7%, respectively, during the six months ended June 30, 2024. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility and Standard Bank Term Loan Facility was 5.1%, 8.5% and 10.0%, respectively, during the six months ended June 30, 2023. As of June 30, 2024, the applicable margin on the Term Loan Facility and the 2024 Term Loan Facility was 2.50% and 2.75%, respectively.

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.1% and 6.0% during the six months ended June 30, 2024 and June 30, 2023, respectively.

Long-Term Debt

2024 Term Loan Facility

On May 1, 2024, Tronox Finance LLC (the “Borrower”), an indirect subsidiary of Tronox Holdings plc (the “Company”), together with the Company and certain of the Company’s subsidiaries, entered into Amendment No. 4 (the "2024 Amendment") to the Credit Agreement (as defined below) with the term lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. The 2024 Amendment provides the Borrower with a new five -year incremental term loan facility ("the 2024 Term Loan Facility" and the loan thereunder, the "2024 Term Loans") in an aggregate initial principal amount of $741 million under its Amended and Restated Credit Agreement, dated as of March 11, 2021 (as amended through the date hereof, the "Credit Agreement") among the Borrower, the Company, certain of the Company's subsidiaries, the lenders party thereto from time to time and HSBC Bank USA, National Association, as

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Administrative Agent and Collateral Agent. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan Facility and the 2023 Term Loan Facility.

The obligations of the Borrower under the 2024 Term Loan Facility are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effectiveness of the Amendment. The 2024 Term Loan Facility is a separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment under the Credit Agreement or is required to make a mandatory prepayment under the Credit Agreement, the Borrower may, in each case, select which class or classes of loans to prepay.

The 2024 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2024 Term Loan Facility commencing with the second full fiscal quarter after the effective date of the 2024 Term Loan Facility. The final maturity of the 2024 Term Loan Facility will occur on April 4, 2029. The 2024 Term Loan Facility permits amendments thereto whereby individual lenders may extend the maturity date of their outstanding loans upon the Borrower's request without the consent of any other lender, so long as certain conditions are met. The 2024 Term Loan Facility shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2024 Term Loan Facility is 1.75% per annum for base rate loans or 2.75% per annum for SOFR rate loans.

The 2024 Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the Amendment, which covenants, subject to certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material documents (including organizational documents).

Short-Term Debt

Emirates Revolver

In June 2024, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from June 2024 to December 2024.

Insurance premium financing

In August 2023, the Company entered into a $27 million insurance premium financing agreement with a third-party financing company. The financing balance requires a 33% down payment and will be repaid in monthly installments over 9 months at an 8% fixed annual interest rate. As of June 30, 2024, the financing balance was repaid in full.

Debt Covenants

As of June 30, 2024, we are in compliance with all financial covenants in our debt facilities.

12. Derivative Financial Instruments

Derivatives recorded on the Condensed Consolidated Balance Sheets:

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The following table is a summary of the fair value of derivatives outstanding at June 30, 2024 and December 31, 2023:


	Fair Value
	June 30, 2024				December 31, 2023
	Assets(a)		Accrued Liabilities		Assets(a)		Accrued Liabilities
Derivatives Designated as Cash Flow Hedges

Interest Rate Swaps	$	27	$	—	$	18	$	—
Natural Gas Hedges	$	—	$	—	$	—	$	1
Total Hedges	$	27	$	—	$	18	$	1
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts	$	2	$	—	$	1	$	1
Total Derivatives	$	29	$	—	$	19	$	2

(a) At June 30, 2024 and December 31, 2023, current assets of $29 million and $19 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.

Derivatives' Impact on the Condensed Consolidated Statement of Operations:

The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations:


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other income, net		Cost of Goods Sold		Other income, net
	Three Months Ended June 30, 2024				Three Months Ended June 30, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	3	$	—	$	2
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(2)	$	—
Natural Gas Hedges	$	—	$	—	$	(1)	$	—
Total Derivatives	$	—	$	3	$	(3)	$	2


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other income, net		Cost of Goods Sold		Other income, net
	Six Months Ended June 30, 2024				Six Months Ended June 30, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	(3)	$	—	$	(5)
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(4)	$	—
Natural Gas Hedges	$	(1)	$	—	$	(3)	$	—
Total Derivatives	$	(1)	$	(3)	$	(7)	$	(5)

Interest Rate Risk

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As a result of the 2024 Amendment (discussed in Note 11), the Company noted that the hedged transaction associated with the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the 2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion of the 2024 Term Loan Facility. There were no amendments to the terms of the $200 million interest rate swap, including the notional value, index rate, or expiration date as a result of the 2024 Amendment. However, given the change in the hedged transaction, we completed a hedge effectiveness test and determined that this hedge instrument continues to be highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.

As of June 30, 2024, the Company maintains a total of $950 million of interest rate swaps (with $700 million maturing in March 2028 and $250 million maturing in September 2024) with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings.

At June 30, 2024 and December 31, 2023, the net unrealized gain of $27 million and the unrealized gain of $18 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and six months ended June 30, 2024, the amounts recorded in interest expense related to the interest-rate swap agreements were $7 million and $15 million, respectively, of which a gain of approximately $2 million for each period was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and six months ended June 30, 2023, the net amounts recorded in interest expense related to the interest-rate swap agreements were $7 million and $11 million, respectively.

Foreign Currency Risk

From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars or forward contracts to reduce the exposure. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or are recognized in other income, net when the transactions are no longer probable of occurring. As of June 30, 2024, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At December 31, 2022, there was an unrealized net loss of $4 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, which was fully recognized in earnings during the six months ended June 30, 2023.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other income, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At June 30, 2024, there was (i) 1 billion South African Rand (or approximately $57 million at June 30, 2024 exchange rate), (ii) 173 million Australian dollars (or approximately $115 million at the June 30, 2024 exchange rate), (iii) 48 million Pound Sterling (or approximately $61 million at the June 30, 2024 exchange rate), (iv) 27 million Euro (or approximately $29 million at the June 30, 2024 exchange rate), and (v) 142 million Saudi Riyal (or approximately $38 million at the June 30, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2023, there was (i) 837 million South African Rand (or approximately $46 million at the June 30, 2024 exchange rate), (ii) 153 million Australian dollars (or approximately $102 million at the June 30, 2024 exchange rate), (iii) 45 million Pound Sterling (or approximately $57 million at the June 30, 2024 exchange rate), (iv) 45 million Euro (or approximately $48 million at the June 30, 2024 exchange rate) and (v) 67 million Saudi Riyal (or approximately $18 million at the June 30, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts.

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13. Fair Value

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows:

Level 1 -Quoted prices in active markets for identical assets or liabilities

Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly

Level 3 -Unobservable inputs based on the Company’s own assumptions

Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	Asset	Liability	Asset	Liability
Term Loan Facility	—	906	—	903
2022 Term Loan Facility	—	—	—	394
2023 Term Loan Facility	—	—	—	351
2024 Term Loan Facility	—	743	—	—
Standard Bank Term Loan Facility	—	60	—	64
Senior Notes due 2029	—	969	—	956
Australian Government Loan	—	1	—	1
MGT Loan	—	22	—	25
Interest rate swaps	27	—	18	—
Natural gas hedges	—	—	—	1
Foreign currency contracts	2	—	1	1

We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility and the Senior Notes due 2029 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input.

We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items.

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14. Asset Retirement Obligations

Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	188	$	158	$	186	$	161
Additions	2		2		7		3
Accretion expense	5		3		10		7
Remeasurement/translation	2		—		(5)		(2)
Other, including change in estimates	—		—		—		(3)
Settlements/payments	(3)		(2)		(4)		(5)



Balance, June 30,	$	194	$	161	$	194	$	161


	June 30, 2024		December 31, 2023
Current portion included in “Accrued liabilities”	$	12	$	14
Noncurrent portion included in “Asset retirement obligations”	182		172
Asset retirement obligations	$	194	$	186

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15. Commitments and Contingencies

Purchase and Capital Commitments—Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At June 30, 2024, purchase commitments were $217 million for the remainder of 2024, $225 million for 2025, $212 million for 2026, $186 million for 2027, $311 million for 2028, and $2,380 million thereafter.

Letters of Credit—At June 30, 2024, we had outstanding letters of credit and bank guarantees of $120 million, of which $62 million were letters of credit, of which $48 million is related to the sale of Hawkins Point as discussed below, and $58 million were bank guarantees. Amounts for performance bonds were not material.

Environmental Matters—It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following:

Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MDE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of June 30, 2024, we have a provision of $42 million included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above.

Other Matters—We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following:

UK Health and Safety Matter. In February 2024, we received a summons from the UK Health and Safety Executive alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving an employee in August 2022. With regard to the summons, a court hearing is currently scheduled for September 2024. Based on our current understanding, we do not believe the enforcement action with regards to this incident will have a material adverse effect on our business, financial condition and results of operations.

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16. Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items

The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2024 and 2023.


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, April 1, 2024	$	(769)	$	(92)	$	16	$	(845)
Other comprehensive (loss) income	18		—		(1)		17

Amounts reclassified from accumulated other comprehensive loss	—		1		(2)		(1)
Balance, June 30, 2024	$	(751)	$	(91)	$	13	$	(829)


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, April 1, 2023	$	(725)	$	(77)	$	17	$	(785)
Other comprehensive (loss) income	(33)		(1)		9		(25)

Amounts reclassified from accumulated other comprehensive loss	—		—		1		1
Balance, June 30, 2023	$	(758)	$	(78)	$	27	$	(809)

The tables below present changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023.


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2024	$	(729)	$	(92)	$	7	$	(814)
Other comprehensive (loss) income	(22)		—		9		(13)
Amounts reclassified from accumulated other comprehensive loss	—		1		(3)		(2)

Balance, June 30, 2024	$	(751)	$	(91)	$	13	$	(829)


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2023	$	(710)	$	(78)	$	20	$	(768)
Other comprehensive (loss) income	(48)		—		3		(45)
Amounts reclassified from accumulated other comprehensive loss	—		—		4		4

Balance, June 30, 2023	$	(758)	$	(78)	$	27	$	(809)

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Repurchase of Common Stock

On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2024, we made no repurchases of the Company's stock.

17. Share-Based Compensation

Restricted Share Units (“RSUs”)

2024 Grant - During the six months ended June 30, 2024, the Company granted both time-based and performance-based awards to certain members of management. A total of 808,182 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2027. A total of 75,748 of time-based awards were granted to non-employee members of the Board which will vest in May 2025. A total of 808,188 of performance-based awards were granted, of which 404,094 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 404,094 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2027 based on the actual 2026 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $21.69. The following weighted average assumptions were utilized to value the TSR grants:


	2024
Dividend yield	—	%
Expected historical volatility	47.9	%
Risk free interest rate	4.46	%
Expected life (in years)	3

The unrecognized compensation cost associated with all unvested awards at June 30, 2024 was $39 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.1 years.

During the three months ended June 30, 2024 and 2023, we recorded $4 million and $5 million, respectively, of stock compensation expense. During the six months ended June 30, 2024 and 2023, we recorded $10 million and $11 million, respectively, of stock compensation expense.

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18. Pension and Other Postretirement Healthcare Benefits

The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Pensions				Pensions
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net periodic cost:
Service cost	$	1	$	1	$	2	$	2
Interest cost	4		4		9		8
Expected return on plan assets	(5)		(5)		(10)		(10)

Total net periodic cost	$	—	$	—	$	1	$	—

The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Other Postretirement Benefit Plans				Other Postretirement Benefit Plans
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net periodic cost:

Interest cost	1		—		1		1


Total net periodic cost	$	1	$	—	$	1	$	1

During the six months ended June 30, 2024, the Company made contributions to its pension plans of $3 million. The Company expects to make approximately $5 million of pension contributions for the remainder of 2024.

For both the three months ended June 30, 2024 and 2023, we contributed $2 million to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. For both the six months ended June 30, 2024 and 2023, we contributed $3 million to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations.

19. Related Parties

Tasnee / Cristal

At June 30, 2024, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, owned 37,580,000 shares of Tronox, or a 24% ownership interest.

On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the SPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced (the “Option Criteria”). Likewise, AMIC may require us to acquire the Slagger on the same terms if the Option Criteria are satisfied. Furthermore,

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pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger (the “Tronox Loans”).

On May 13, 2020, we amended the Option Agreement (the "First Amendment") with AMIC to address circumstances in which the Option Criteria cannot be satisfied. Pursuant to the First Amendment, Tronox has the right to acquire the SPV in exchange for (i) our forgiveness of the Tronox Loans principal and accrued interest thereon, and (ii) the SPV's assumption of $36 million of indebtedness plus accrued interest thereon lent by AMIC to the SPV. Under the First Amendment, the SPV would not assume any of the AMIC Debt.

On May 10, 2023, AMIC and Tronox further amended the Option Agreement (the “Second Amendment”). In the Second Amendment the parties acknowledged that the Option expired on May 10, 2023 without being exercised but agreed to continue negotiating until September 30, 2023 (the "Renegotiation Period") as to whether, and under what circumstances, Tronox may acquire the Slagger. Subsequent to September 30, 2023, the parties continued to negotiate as to whether, and under what circumstances, Tronox may acquire the Slagger and on February 21, 2024 the parties again amended the Option Agreement (the “Third Amendment”), which extended the Renegotiation Period until the earlier of the repayment of the Tronox Loans or December 31, 2024, subject to certain early termination rights. The Third Amendment also provided that from the date the parties entered into the Second Amendment and through December 31, 2023, all chloride slag produced by the Slagger was delivered to Tronox as repayment in-kind of the Tronox Loans at a price based on a widely published index for feedstock less a nominal discount (the “Slag Price”). Thereafter and until the end of the Renegotiation Period, 65% of all chloride slag produced by the Slagger will be delivered to Tronox as repayment in-kind of the Tronox Loans based on the Slag Price and Tronox will purchase via cash settlements the remaining 35% at the Slag Price. Full repayment of the Tronox Loans is required by January 2025 in either cash or in-kind through chloride slag deliveries. During July 2023, we also entered into an agreement with AMIC to act as their sales agent with regard to sales of slag fines to customers outside of the Kingdom of Saudi Arabia for an agreed upon commission fee to be paid.

The following table shows the outstanding balance of the Tronox Loans, which at June 30, 2024 and December 31, 2023, is recorded on the unaudited Condensed Consolidated Balance Sheet in "Prepaid and other assets" and "Other long-term assets," respectively:


	June 30, 2024	December 31, 2023
Principal balance	50	80
Accrued interest income balance	8	12
Total outstanding balance	58	92

The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Interest income	1	2	2	3

The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Settled as in-kind repayment of Tronox Loans	14	—	30	—
Settled in cash	8	36	16	79
Total chloride slag purchases	22	36	46	79

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The following table shows the amounts due to AMIC at period-end regarding feedstock purchased from the Slagger, which are recorded in "Accrued liabilities" on our unaudited Condensed Consolidated Balance Sheet:


	June 30, 2024	December 31, 2023
Amount due to AMIC for slag purchases	13	—

In addition, on March 15, 2018 Tronox and AMIC entered into a Technical Services Agreement (the "Original Technical Services Agreement"), which was subsequently amended on May 13, 2020, May 10, 2023 and February 21, 2024 (the "Restated Technical Services Agreement"). Through September 30, 2023 we provided technical advice and project management services, however AMIC and its consultants were still responsible for engineering and construction of the Slagger. As compensation for these services, Tronox received certain fees, including a management fee. In the unaudited Condensed Consolidated Statement of Operations and shown in the table below, the management fees per the Original Technical Services Agreement were recorded within "Other income, net" and other technical support fees, including fees per the Restated Technical Services Agreement, are recorded within "Selling, general and administrative expenses". From and after October 1, 2023, we no longer receive a management fee and the scope of services we provide is more limited, for which we receive cost reimbursement plus a nominal margin.


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Management fees	—	2	—	4
Other technical support fees	—	1	—	1
Total fees received	—	3	—	5

Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet:


	June 30, 2024	December 31, 2023
Management fees and other technical support fees	—	1

On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal.

On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately three and four years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the unaudited Condensed Consolidated Balance Sheet.


	June 30, 2024	December 31, 2023
Note payable, due within 1 year	7	7
Note payable, due longer than 1 year from now	15	18
Total outstanding note payable	22	25

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Amounts regarding loan repayments for the MGT loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within “Net sales,” are shown below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Interest expense	1	1	1	1
Loan Repayment via MGT delivered to ATTM	1	2	3	3

As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM for use in the production of MGT and such transactions are reflected as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Purchases of chlorine gas	2	1	3	2

These purchases are subsequently recorded within “Cost of goods sold” on the unaudited Condensed Consolidated Statement of Operations. Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheet.


	June 30, 2024	December 31, 2023
Amount due related to purchases of chlorine gas	1	1

As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statement of Operations, as shown below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
MGT sales made to ATTM as product is delivered	13	12	26	23

Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, as shown below:


	June 30, 2024	December 31, 2023
Due from ATTM for MGT deliveries	17	9

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox Holdings plc’s unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023. This discussion and other sections in this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “would”, “could”, “can”, “may”, and similar terms.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net income to EBITDA and Adjusted EBITDA is also provided herein.

Overview

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

Business Environment

The following discussion includes trends and factors that may affect future operating results:

Second quarter revenue increased 3% compared to the prior year, driven by higher sales volumes of TiO2 and zircon. For the second quarter of 2024 as compared to the second quarter of 2023, TiO2 revenue increased 7% driven by a 16% increase in volumes, partially offset by an 8% decline in TiO2 average selling prices and mix, and a 1% headwind from foreign exchange rates. Zircon revenue decreased 11% from the second quarter of 2023 to the second quarter of 2024 due to a 15% decline in average selling prices partially offset by a 4% increase in sales volumes. Revenue from other products decreased 7% from the second quarter of 2023 to the second quarter of 2024 primarily due to a decrease in both volumes and average selling prices of pig iron. Gross profit decreased for the second quarter of 2024 as compared to the second quarter of 2023 due to the unfavorable impact of selling prices, including mix partially offset by improved production costs including direct material costs, higher sales volumes, and favorable freight costs.

Sequentially, revenue increased 6% in the second quarter of 2024 compared to the first quarter of 2024 primarily due to higher sales volumes of TiO2. TiO2 revenues increased 8% driven by an 8% increase in volumes, as increases in TiO2 averages selling prices were partially offset by unfavorable mix, and foreign exchanges rates remained relatively flat to the

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prior quarter. Zircon revenue decreased 3% sequentially driven by a 4% decrease in sales volumes partially offset by a 1% increase in average selling prices. Revenue from other products increased 1% from the first quarter of 2024 to the second quarter of 2024 primarily due to increased volumes across various products. Gross profit increased from the first quarter of 2024 to the second quarter of 2024 primarily due to improved production costs and higher sales volumes of TiO2.

As of June 30, 2024, our total available liquidity was $680 million, including $201 million in cash and cash equivalents and $479 million available under revolving credit agreements. As of June 30, 2024, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 5.2x with approximately 64% of our interest rates fixed through 2028. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver, which we do not expect to be triggered based on our current scenario planning. Refer to Note 11 of notes to condensed consolidated financial statements for further details.

Condensed Consolidated Results of Operations

Three Months Ended June 30, 2024 compared to the Three Months Ended June 30, 2023


	Three Months Ended June 30,
	2024			2023			Variance
Net sales	$	820		$	794		$	26
Cost of goods sold	670			637			33
Gross profit	150			157			(7)
Gross Margin	18.3		%	19.8		%	(1.5) pts

Selling, general and administrative expenses	74			73			1

Income from operations	76			84			(8)
Interest expense	(42)			(38)			(4)
Interest income	2			3			(1)

Other income, net	19			4			15
Income before income taxes	55			53			2
Income tax provision	(45)			(322)			277
Net income (loss)	$	10		$	(269)		$	279

Effective tax rate	82		%	608		%

EBITDA (1)	$	167		$	156		$	11
Adjusted EBITDA (1)	$	161		$	168		$	(7)
Net income (loss) as a % of Net Sales (1)	1.2		%	(33.9)		%	35.1 pts
Adjusted EBITDA as % of Net Sales (1)	19.6		%	21.2		%	(1.6) pts

_______________

(1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net income (loss).

Net sales of $820 million for the three months ended June 30, 2024 increased by 3%, compared to $794 million for the same period in 2023. The increase is primarily due to higher sales volumes of TiO2.

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Net sales by type of product for the three months ended June 30, 2024 and 2023 were as follows:


	Three Months Ended June 30,
	2024		2023		Variance		Percentage
TiO2	$	653	$	611	$	42	7	%
Zircon	85		95		(10)		(11)	%
Other products	82		88		(6)		(7)	%
Total net sales	$	820	$	794	$	26	3	%

For the three months ended June 30, 2024, TiO2 revenue was higher by 7% or $42 million compared to the prior year quarter primarily due to an increase of $102 million in sales volumes partially offset by a decrease of $57 million in average selling prices, including mix. Foreign currency negatively impacted TiO2 revenue by $3 million primarily due to the weakening of the Euro. Zircon revenue decreased $10 million primarily due to a 15% decrease in average selling prices partially offset by a 4% increase in sales volumes. Other products revenue decreased $6 million from the year-ago quarter primarily due to decreases in pig iron sales volumes and average selling prices.

Gross profit of $150 million was 18.3% of net sales compared to 19.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

•the unfavorable impact of 7 points primarily due to a decrease in TiO2, Zircon and pig iron selling prices, including mix, partially offset by

•the favorable impact of 5 points due to improved production costs, including direct material costs.

Selling, general and administrative expenses of $74 million remained relatively consistent quarter over quarter.

Income from operations for the three months ended June 30, 2024 was $76 million compared to $84 million in the prior year period. The decrease of $8 million was primarily due to the lower selling prices of TiO2, Zircon and pig iron partially offset by improved absorption from higher production volumes.

Interest expense for the three months ended June 30, 2024 increased by $4 million compared to the same period of 2023 primarily due to the increase in the effective interest rates on our long-term debt facilities and higher average outstanding debt balances period over period.

Other income, net for the three months ended June 30, 2024 primarily consisted of approximately $28 million (net of associated transaction costs) related to a sale of a royalty interest in certain Canadian mineral properties partially offset by $5 million of net realized and unrealized foreign currency losses and $4 million of fees associated with the utilization of the Securitization Facility. The remaining amount was driven by other individually immaterial amounts.

We have established a full valuation allowance related to the total net deferred tax assets in Brazil, and we continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.

The effective tax rate was 82% and 608% for the three months ended June 30, 2024 and 2023, respectively. The effective tax rates for the three months ended June 30, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the three months ended June 30, 2024 was impacted by the establishment of full valuation allowance against Brazil's deferred tax assets. The effective tax rate for the three months ended June 30, 2023 was impacted by the establishment of a full valuation allowance against Australia's deferred tax assets.

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Net income (loss) as a % of net sales was 1.2% for the three months ended June 30, 2024 as compared to (33.9%) for the prior year period. The primary driver of the period over period increase is the timing of the deferred tax assets' valuation allowance adjustments and the sale of a royalty interest in certain Canadian properties in the current period partially offset by the lower gross profit due to the lower selling prices. Adjusted EBITDA as a percentage of net sales was 19.6% for the three months ended June 30, 2024 as compared to 21.2% for the prior year primarily due to the lower gross margin as a result of lower selling prices partially offset by a reduction in direct material costs and improved absorption from higher production volumes as discussed above.

Six Months Ended June 30, 2024 compared to the Six Months Ended June 30, 2023


	Six Months Ended June 30,
	2024			2023			Variance
Net sales	$	1,594		$	1,502		$	92
Cost of goods sold	1,324			1,212			112
Gross profit	270			290			(20)
Gross Margin	16.9		%	19.3		%	(2.4) pt

Selling, general and administrative expenses	153			144			9

Income from operations	117			146			(29)
Interest expense	(84)			(71)			(13)
Interest income	6			6			—

Other income, net	18			6			12
Income before income taxes	57			87			(30)
Income tax provision	(56)			(331)			(275)
Net income (loss)	$	1		$	(244)		$	245

Effective tax rate	98		%	380		%

EBITDA (1)	$	279		$	291		$	(12)
Adjusted EBITDA (1)	$	292		$	314		$	(22)
Net income (loss) as a % of Net Sales (1)	0.1		%	(16.2)		%	16.3 pts
Adjusted EBITDA as % of Net Sales (1)	18.3		%	20.9		%	(2.6) pt

_______________

Net sales of $1,594 million for the six months ended June 30, 2024 increased by 6% compared to $1,502 million for the same period in 2023. The increase is primarily due to increases in sales volumes of both TiO2 and Zircon.

Net sales by type of product for the six months ended June 30, 2024 and 2023 were as follows:

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	Six Months Ended June 30,
	2024		2023		Variance		Percentage
TiO2	$	1,259	$	1,171	$	88	8	%
Zircon	173		167		6		4	%
Other products	162		164		(2)		(1)	%
Total net sales	$	1,594	$	1,502	$	92	6	%

For the six months ended June 30, 2024, TiO2 revenue was higher by 8% or $88 million compared to the prior year period. TiO2 revenue increased primarily due to an increase of $204 million in sales volumes partially offset by a decrease of $115 million in average selling prices, including mix. Foreign currency negatively impacted TiO2 revenue by $1 million due to the weakening of the Euro. Zircon revenue increased $6 million primarily due to a 21% increase in sales volumes partially offset by a 17% decrease in average selling prices. Other products revenue decreased $2 million primarily due to decrease in sales volumes and average selling prices of pig iron.

Gross margin of $270 million was 16.9% of net sales compared to 19.3% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

•the unfavorable impact of 8 points primarily due to a decrease in TiO2, Zircon and pig iron selling prices, partially offset by

•the favorable impact of 4 points due to improved absorption from higher production volumes, and

•the net favorable impact of 1 point due to changes in foreign exchange rates, primarily due to the South African Rand and Australian dollar.

Selling, general and administrative expenses increased by $9 million or 6% during the six months ended June 30, 2024 compared to the same period of the prior year primarily driven by a $5 million increase in employee costs and a $3 million increase in professional services. The remaining net increase was driven by individually immaterial amounts.

Income from operations for the six months ended June 30, 2024 was $117 million compared to income from operations of $146 million in the prior year period. The decrease of $29 million was primarily due to lower selling prices of TiO2, Zircon and pig iron and higher SG&A expenses partially offset by the improved absorption from higher production volumes as discussed above.

Interest expense for the six months ended June 30, 2024 increased by $13 million compared to the same period of 2023 primarily due to the increase in the effective interest rates on our long-term debt facilities and higher average outstanding debt balances period over period.

Other income, net for the six months ended June 30, 2024 primarily consisted of approximately $28 million (net of associated transaction fees) related to a sale of a royalty interest in certain Canadian mineral properties partially offset by $7 million of fees associated with the utilization of the Securitization Facility and $2 million of net realized and unrealized foreign currency losses. The remaining amount was driven by other individually immaterial amounts.

The effective tax rate was 98% and 380% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rates for the six months ended June 30, 2024 and 2023 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the six months ended June 30, 2024 was impacted by the establishment of a full valuation allowance against Brazil's deferred tax assets. The effective tax rate for the six months ended June 30, 2023 was impacted by the establishment of a full valuation allowance against Australia's deferred tax assets.

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Net income (loss) as a % of net sales 0.1% for the six months ended June 30, 2024 as compared to (16.2%) for the prior year period. The primary driver of the period over period increase is the timing of the deferred tax assets' valuation allowance adjustments and the sale of a royalty interest in certain Canadian properties in the current period partially offset by the lower gross profit due to the lower selling prices. Adjusted EBITDA as a percentage of net sales was 18.3% for the six months ended June 30, 2024, a decrease of 2.6 points from 20.9% in the prior year. The lower gross margin and higher SG&A expenses were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.

Other Comprehensive Income (Loss)

Other comprehensive income was $12 million in the three months ended June 30, 2024 as compared to other comprehensive loss of $21 million in the three months ended June 30, 2023. The change is primarily due to the favorable foreign currency translation adjustments of $14 million in the three months ended June 30, 2024 as compared to unfavorable foreign currency translation adjustments of $30 million in the prior year period. In addition, we recognized a net loss on derivative instruments of $3 million in the three months ended June 30, 2024 as compared to a net gain on derivative instruments of $10 million in the prior year period.

Other comprehensive loss was $20 million in the six months ended June 30, 2024 as compared to other comprehensive loss of $36 million in the six months ended June 30, 2023. The change is primarily due to the unfavorable foreign currency translation adjustments of $27 million in the six months ended June 30, 2024 as compared to the unfavorable foreign currency translation adjustments of $43 million in the prior year period. In addition, we recognized a net gain on derivative instruments of $6 million in the six months ended June 30, 2024 as compared to a net gain on derivative instruments of $7 million in the prior year period.

Liquidity and Capital Resources

The following table presents our liquidity as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	(Millions of U.S. dollars)
Cash and cash equivalents	$	201	$	273
Available under the Cash Flow Revolver	335		343
Available under the Standard Credit Facility	55		55
Available under the Emirates Revolver	63		64
Available under the SABB Facility	20		20
Available under the Bank Itau Facility	$	6	$	6
Total	$	680	$	761

Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of unsecured notes, bank financings and borrowings under lines of credit. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 11 of notes to consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs and other items within our control to maintain adequate liquidity.

Working capital (calculated as current assets less current liabilities) was $1.5 billion at June 30, 2024 and $1.4 billion at December 31, 2023.

As of June 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 18% of our total consolidated liabilities and approximately 41% of our total consolidated assets. For the three and six months ended June 30, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 42% and 43%, respectively, of our total consolidated net sales. For the three and six months ended June 30, 2024, the non-guarantor subsidiaries of our

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Senior Notes due 2029 represented approximately 48% and 46% of our consolidated EBITDA (as such term is defined in the 2029 Indenture). In addition, as of June 30, 2024, our non-guarantor subsidiaries had $758 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes. See Note 11 of notes to unaudited condensed consolidated financial statements.

At June 30, 2024, we had outstanding letters of credit and bank guarantees of $120 million. See Note 15 of notes to unaudited condensed consolidated financial statements.

Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets.

During the three months ended June 30, 2024, our credit rating with Moody’s remained unchanged at Ba3 stable outlook and our Standard & Poor's rating and outlook remained the same at B positive and stable, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.

Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. As of June 30, 2024, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as newTRON, rare earths initiatives and various mine development projects, continued reductions in our debt, continued dividends and share repurchases.

Repatriation of Cash

At June 30, 2024, we held $201 million in cash and cash equivalents in these respective jurisdictions: $30 million in Europe, $37 million in the United States, $52 million in Australia, $21 million in Brazil, $36 million in South Africa, $6 million in Saudi Arabia, $18 million in China and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

At June 30, 2024, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for tax related to these undistributed earnings. In 2022, the Company removed its assertion that earnings in China are indefinitely reinvested, and since then, the withholding tax accruals for potential repatriations from that jurisdiction are reflected in the effective tax rate.

Stock Repurchases

Debt Obligations

At June 30, 2024 and December 31, 2023, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.8 billion, respectively. At June 30, 2024 and December 31, 2023, our net debt (the excess of our debt over

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cash and cash equivalents) was $2.6 billion and $2.6 billion, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.

On May 1, 2024, Tronox Finance LLC (the “Borrower”), Tronox Holdings plc (the “Company”), certain of the Company’s subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement (the "2024 Amendment"). The 2024 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2024 Term Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan and 2023 Term Loan. Refer to Note 11 in notes to unaudited condensed consolidated financial statements for further details.

Off-Balance Sheet Arrangements

On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution, through our wholly owned special purpose bankruptcy-remote subsidiary, Tronox Securitization LLC (“SPE”). The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million.

In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and to extend the program term to November 2025.

In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as result of the Second Amendment, and remain at $200 million and November 2025, respectively.

See “Note 5 – Accounts Receivable Securitization Program” in notes to unaudited condensed consolidated financial statements for further details regarding this off-balance sheet program.

Cash Flows

The following table presents cash flow for the periods indicated:


	Six Months Ended June 30,
	2024		2023
	(Millions of U.S. dollars)
Cash provided by operating activities	$	131	$	57
Cash used in investing activities	(136)		(145)
Cash (used in) provided by financing activities	(63)		92
Effects of exchange rate changes on cash and cash equivalents	(4)		(1)
Net (decrease) increase in cash and cash equivalents	$	(72)	$	3

Cash Flows provided by Operating Activities — Cash provided by operating activities of $131 million is primarily driven by $219 million of net income adjusted for non-cash items offset by a net cash outflow of $88 million related to changes in assets and liabilities. The following table provides our net cash provided by operating activities for the six months ended

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June 30, 2024 and 2023:


	Six Months Ended June 30,
	2024		2023
	(Millions of U.S. dollars)
Net (loss) income	$	1	$	(244)
Adjustments for non-cash items	218		490
Income related cash generation	219		246
Net change in assets and liabilities	(88)		(189)
Cash provided by operating activities	$	131	$	57

Net cash provided by operating activities increased by $74 million year-over-year from $57 million in the prior year to $131 million during the current year. This increase was generated primarily due to lower use of cash for working capital in the current year primarily driven by a decrease of $8 million and $10 million in inventories and prepaid and other assets, respectively, and an increase in accounts payable and accrued liabilities of $13 million. These were partially offset by increases in accounts receivable of $97 million.

Cash Flows used in Investing Activities — Net cash used in investing activities for the six months ended June 30, 2024 was $136 million as compared to $145 million for the same period in 2023 primarily due to a $14 million of proceeds from the sale of a royalty interest in certain Canadian mineral properties partially offset by lower capital expenditures of $152 million during the current year as compared to $148 million in the prior year.

Cash Flows (used in) provided by Financing Activities —Net cash used in financing activities during the six months ended June 30, 2024 was $63 million as compared to cash provided by financing activities of $92 million for the six months ended June 30, 2023. The six months ended June 30, 2024 was primarily comprised of dividends paid of $41 million and total repayments of $20 million of long-term debt and short-term debt. The six months ended June 30, 2023 was primarily comprised of total draw downs offset by repayments of $151 million on several of our short-term debt facilities partially offset by dividends paid of $50 million.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of June 30, 2024:


	Contractual Obligation Payments Due by Year (3)(4)
	Total		Less than 1 year	1-3 years	3-5 years	More than 5 years
	(Millions of U.S. dollars)
Long-term debt, net and lease financing (including interest) (1)	$	3,662	218	465	2,958	21
Purchase obligations (2)	3,531		330	418	497	2,286
Operating leases	277		31	53	43	150
Asset retirement obligations and environmental liabilities(5)	457		29	56	53	319
Total	$	7,927	608	992	3,551	2,776

__________________

(1)We calculated the Term Loan Facility interest at a SOFR plus a margin of 2.50% and the 2024 Term Loan Facility at a SOFR plus a margin of 2.75%. See Note 11 of notes to our unaudited condensed consolidated financial statements.

(2)Includes obligations for purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2024. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. We believe that all of our purchase obligations will be utilized in our normal operations.

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(3)The table excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments.

(4)The table excludes commitments pertaining to our pension and other postretirement obligations.

(5)Asset retirement obligations and environmental liabilities are shown at the undiscounted and uninflated values.

Non-U.S. GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of Net Sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. We define Adjusted net income (loss) attributable to Tronox as net income (loss) attributable to Tronox excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net income per share attributable to Tronox as Diluted net income (loss) per share excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.

Management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income (loss) per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA differently than we do, EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net income (loss) attributable to Tronox, Diluted adjusted net income per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. GAAP financial measures:

•reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;

•provide useful information in understanding and evaluating our operating results and comparing financial results across periods; and

•provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring.

These non-U.S. GAAP measures are the primary measures management uses for planning and budgeting processes, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management’s performance when determining incentive compensation.

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Months Adjusted EBITDA as of June 30, 2024 and December 31, 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Millions of U.S. dollars)
Net income (loss) (U.S. GAAP)	$	10	$	(269)	$	1	$	(244)

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Interest expense	42			38			84		71
Interest income	(2)			(3)			(6)		(6)
Income tax provision	45			322			56		331
Depreciation, depletion and amortization expense	72			68			144		139
EBITDA (non-U.S. GAAP)	167			156			279		291
Share-based compensation (a)	4			5			10		11
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (b)	7			6			14		8
Accounts receivable securitization program (c)	4			3			7		5
Foreign currency remeasurement (d)	4			(5)			2		(6)
Sale of royalty interest (e)	(28)			—			(28)		—
Other items (f)	3			3			8		5
Adjusted EBITDA (non-U.S. GAAP)	$	161		$	168		$	292	$	314

	Three Months Ended June 30,
	2024			2023
Net sales	$	820		$	794
Net income (loss) (U.S. GAAP)	$	10		$	(269)
Net income (loss) (U.S. GAAP) as a % of Net sales	1.2		%	(33.9)		%
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales	19.6		%	21.2		%

	June 30, 2024			December 31, 2023
Long-term debt, net	$	2,781		$	2,786
Short-term debt	—			11
Long-term debt due within one year	26			27
(Less) Cash and cash equivalents	(201)			(273)
Net debt	$	2,606		$	2,551
Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)	$	502		$	524
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)	5.2x			4.9x

(a) Represents non-cash share-based compensation. See Note 17 of notes to unaudited condensed consolidated financial statements.
(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 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 income, net" in the unaudited Condensed Consolidated Statements of Operations.
(f) 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 income, net” in the unaudited Condensed Consolidated Statements of Operations.

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The following table reconciles trailing twelve month net income (loss) to EBITDA and Adjusted EBITDA as of June 30, 2024:


	Three Months Ended								Trailing Twelve Month Adjusted EBITDA
	September 30, 2023		December 31, 2023		March 31, 2024		June 30, 2024

Net (loss) income (U.S. GAAP)	$	(14)	$	(56)	$	(9)	$	10	$	(69)
Interest expense	42		45		42		42		171
Interest income	(4)		(8)		(4)		(2)		(18)
Income tax provision	8		24		11		45		88
Depreciation, depletion and amortization expense	67		69		72		72		280
EBITDA (non-U.S. GAAP)	99		74		112		167		452
Share-based compensation (a)	4		6		6		4		20
Foreign currency remeasurement (b)	(1)		1		(2)		4		2
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)	6		8		7		7		28
Accounts receivable securitization program (d)	4		3		3		4		14
Sale of royalty interest (e)	—		—		—		(28)		(28)
Other items (f)	4		2		5		3		14
Adjusted EBITDA (non-U.S. GAAP)	$	116	$	94	$	131	$	161	$	502

(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 income, net” in the unaudited Condensed Consolidated Statements of Operations.
(c) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(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.
(e) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other income, net" in the unaudited Condensed Consolidated Statements of Operations.
(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 income, net” in the unaudited Condensed Consolidated Statements of Operations.

The following table reconciles Net income (loss) attributable to Tronox to Adjusted net income attributable to Tronox for the periods presented:

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	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Millions of U.S. dollars)				(Millions of U.S. dollars)
Net income (loss) attributable to Tronox Holdings plc (U.S. GAAP)	$	16	$	(269)	$	7	$	(246)
Sale of royalty interest (a)	(21)		—		(21)		—
Tax valuation allowance (b)	16		293		16		293
Other (c)	1		—		2		1
Adjusted net income attributable to Tronox Holdings plc (non-U.S. GAAP) (1)	$	12	$	24	$	4	$	48

Diluted net income (loss) per share (U.S. GAAP)	$	0.10	$	(1.72)	$	0.04	$	(1.58)
Sale of royalty interest, per share	(0.14)		—		(0.13)		—
Tax valuation allowance, per share	0.10		1.87		0.10		1.87
Other, per share	0.01		—		0.01		0.01
Diluted adjusted net income per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2)	$	0.07	$	0.16	$	0.02	$	0.31

Weighted average shares outstanding, diluted (in thousands)	159,288		157,159		158,902		157,059

(a) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other income, net" in the unaudited Condensed Consolidated Statements of Operations.

(b) 2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian jurisdiction. 2023 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Australian jurisdiction.

(1) Only the sale of royalty interest and certain other items 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 income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information.

Recent Accounting Pronouncements

See Note 1 of notes to unaudited condensed consolidated financial statements for recently issued accounting pronouncements.

Environmental Matters

We are subject to a broad array of international, federal, state, and local laws and regulations relating to safety, pollution, protection of the environment, and the generation, storage, handling, transportation, treatment, disposal, and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring, and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health, and safety laws, including costs to acquire, maintain, and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We believe we are in compliance with applicable environmental rules and regulations in all material respects.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market, credit, operational, and liquidity risks in the normal course of business, which are discussed below. We manage these risks through normal operating and financing activities and, when appropriate, with derivative instruments. We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates.

Market Risk

A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle. Our TiO2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share commodity price risk, enter into fixed purchase commitments to eliminate volatility in commodity purchases, as well as using varying contract term lengths and selling to a diverse mix of customers by geography and industry to reap the benefits of a diverse portfolio.

Credit Risk

Credit risk is the risk that a borrower or a counterparty will fail to meet their obligations. A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of our products to customers. In the case of TiO2, the high level of industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We have significant exposure to credit risk in industries that are affected by cyclical economic fluctuations. We perform ongoing credit evaluations of our customers from time to time, as deemed appropriate, to mitigate credit risk but generally do not require collateral. Our contracts typically enable us to tighten credit terms if we perceive additional credit risk; however, historic losses due to write offs of bad debt have been insignificant. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries in which we operate. We maintain allowances for potential credit losses based on specific customer review and current financial conditions. During the six months ended June 30, 2024 and 2023, our ten largest third-party customers represented 36% and 37%, respectively, of our consolidated net sales. During the six months ended June 30, 2024 and 2023, no single customer accounted for 10% of our consolidated net sales.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will impact our financial results. We are exposed to interest rate risk on our floating rate debt, the Term Loan Facility, the 2024 Term Loan Facility, Standard Bank Term Loan Facility, and Cash Flow Revolver, Standard Bank Revolver, Emirates Revolver and SABB Credit Facility balances. Using a sensitivity analysis as of June 30, 2024, 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. This is due to the fact that earnings on our floating rate financial assets of $53 million at June 30, 2024 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of approximately $775 million.

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As of June 30, 2024, the Company maintains a total of $950 million of interest rate swaps (with $700 million maturing in March 2028 and $250 million maturing in September 2024) with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company's objectives in using the interest rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements. Refer to Note 12 of notes to unaudited condensed consolidated financial statements for further details.

Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact our balance sheets due to the translation of our assets and liabilities denominated in foreign currencies, as well as our earnings due to the translation of certain of our subsidiaries’ statements of income from local currencies to U.S. dollars, as well as due to remeasurement of assets and liabilities denominated in currencies other than a subsidiary’s functional currency. We manufacture and market our products in a number of countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates, particularly in Australia, Brazil, China, South Africa, the Netherlands and the United Kingdom. The exposure is most prevalent in South Africa and Australia as the majority of revenues are earned in U.S. dollars while expenses are primarily incurred in local currencies. Since we are exposed to movements in the South African Rand, the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At June 30, 2024, there was (i) 1 billion South African Rand (or approximately $57 million at June 30, 2024 exchange rate), (ii) 173 million Australian dollars (or approximately $115 million at the June 30, 2024 exchange rate), (iii) 48 million Pound Sterling (or approximately $61 million at the June 30, 2024 exchange rate), (iv) 27 million Euro (or approximately $29 million at the June 30, 2024 exchange rate), and (v) 142 million Saudi Riyal (or approximately $38 million at the June 30, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2023, there was (i) 837 million South African Rand (or approximately $46 million at the June 30, 2024 exchange rate), (ii) 153 million Australian dollars (or approximately $102 million at the June 30, 2024 exchange rate), (iii) 45 million Pound Sterling (or approximately $57 million at the June 30, 2024 exchange rate), (iv) 45 million Euro (or approximately $48 million at the June 30, 2024 exchange rate) and (v) 67 million Saudi Riyal (or approximately $18 million at the June 30, 2024 exchange rate) of notional amounts of outstanding foreign currency contracts.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of Tronox’s management, including our CEO and CFO, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules

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13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”), as of June 30, 2024, the end of the period covered by this report. Based on that evaluation, we have concluded that the Company’s disclosure controls and procedures were effective as of that date. Tronox’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Tronox in the reports that it files or submits under the Exchange Act is accumulated and communicated to Tronox’s management, including Tronox’s principal executive and principal financial officers, or other persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, we have concluded that the Company’s disclosure controls and procedures were effective as of that date.

An evaluation of our internal control over financial reporting was also performed to determine whether any changes have occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

We are currently undergoing a multi-year IT-enabled transformation program that includes increased automation of both operational and financial systems, including the global enterprise risk management program, through new and upgraded systems, technology and processes. As part of such transformation program, during the third quarter of 2022, we implemented upgrades to our financial systems and platforms in certain regions. The full implementation is expected to occur in phases over a number of years. As the phased implementation of this system occurs, we expect certain changes to our processes and procedures which, in turn, will result in changes to our internal control over financial reporting.

While we expect this transformation program to strengthen our internal financial controls, management will continue to evaluate and monitor our internal controls as processes and procedures in each of the affected areas evolve.

Other than as discussed above, during the quarter ended June 30, 2024, there were no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements, Note 15 - Commitments and Contingencies” of this Form 10-Q.

SEC regulations require us to disclose certain information about administrative or judicial proceedings to which a governmental authority is party arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” included in our Annual Report on Form 10-K and any subsequent filings thereto with the SEC. The risks described herein or in the Form 10-K and any subsequent filings thereto with the SEC are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes from the risk factors disclosed under the heading “Risk Factors” in our Form 10-K.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table provides information with respect to purchases of our shares of common stock, $0.01 par value per share, during the three months ended June 30, 2024.


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publically Announced Plans or Programs (1)	Approximate Dollar Value That May Yet Be Purchased Under the Program (2)
					$	300,000,000
April 1, 2024 through April 30, 2024	—	$	—	—	$	300,000,000
May 1, 2024 through May 31, 2024	—	$	—	—	$	300,000,000
June 1, 2024 through June 30, 2024	—	$	—	—	$	300,000,000
Totals	—	$	—	—	$	300,000,000

(1) On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2024, we made no repurchases of the Company's stock.

(2) Amounts reflect the remaining dollar value of shares that may be purchased under the stock repurchase program described above.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Mr. Russell Austin, the Company's Senior Vice President, Global Operations, voluntarily decided to leave Tronox which will be effective December 1, 2024.

During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) had any contact, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits


Exhibit No.

10.1			Deed of Separation and Release by and among Mr. Russell Austin and Tronox Management Pty Limited dated as of July 30, 2024.

31.1			Rule 13a-14(a) Certification of John Romano. (furnished herewith)

31.2			Rule 13a-14(a) Certification of D. John Srivisal. (furnished herewith)

32.1			Section 1350 Certification for John Romano. (furnished herewith)

32.2			Section 1350 Certification for D. John Srivisal. (furnished herewith)

101			The following financial statements from Tronox Holdings plc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statements of Changes in Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements.

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (furnished herewith)

101.SCH			Inline XBRL Taxonomy Extension Schema Document. (furnished herewith)

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document. (furnished herewith)

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document. (furnished herewith)

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document. (furnished herewith)

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document. (furnished herewith)

104			The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, which has been formatted in Inline XBRL and contained in Exhibit 101.

_______________

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:

August 2, 2024


TRONOX HOLDINGS PLC (Registrant)

By:			/s/ D. John Srivisal
Name:			D. John Srivisal
Title:			Senior Vice President, Chief Financial Officer

By:			/s/ Jonathan P. Flood
Name:			Jonathan P. Flood
Title:			Vice President, Controller and Principal Accounting Officer

EXHIBIT 10.1

Without prejudice until fully executed

Deed of Separation and Release

Dated July 19, 2024

Russell Austin (Employee)

and

Tronox Management Pty Ltd (ABN 59 009 343 364) (Tronox)

Deed of Separation and Release

Details


Parties	The Employee and Tronox
Employee	Name	Russell Austin
	Address	Hooigracht 10, 2514 BE, Den Haague, The Netherlands
Tronox	Name	Tronox Management Pty Ltd
	ABN	59 009 343 364
	Address	Mason Road, Kwinana Beach WA 6167
Recitals	A.The Employee is employed by Tronox Management Pty Ltd (formerly Tiwest Pty Ltd) (Employment) under a written contract dated 7 June 2012 (Employment Agreement). B.Since about December 2020, the Employee has been on temporary assignment to Tronox Pigment (Holland) BV in Botlek, NL initially as Managing Director, EMEA and subsequently as Senior Vice President, Global Operations of the Group (“SVP Role”); C.Employee has entered into certain agreements dated 30 September 2020, 24 March 2021, and 27 November 2022 (Assignment) governing inter alia Employee’s relocation to Botlek and expatriate benefits both while in his previous role as Managing Director, EMEA and current SVP Role; D.The Parties have agreed that the Employment will end on 1 December 2024 (Separation Date) by agreement of the Parties (Separation) on the terms and conditions set out in this Deed and the Assignment will end on the date of Employee’s relocation back to Australia, such relocation to occur prior to the Separation Date. Without admission of liability, the Parties have agreed to fully and finally settle all matters arising from the Employment, Employment Agreement, Assignment and Separation on the terms and conditions set out in this Deed.

Deed of Separation and Release


			Employee’s relocation back to Australia, such relocation to occur prior to the Separation Date. E. Without admission of liability, the Parties have agreed to fully and finally settle all matters arising from the Employment, Employment Agreement, Assignment and Separation on the terms and conditions set out in this Deed.
Governing Law			Western Australia
Date of Deed			See Signing page

57333829_2 Deed of Separation and Release

Deed of Separation and Release

General terms


1.Interpretation

1.1 Definitions

These meanings apply in this Deed unless the contrary intention appears:

Assignment has the meaning given in the Recitals.

Corporations Act means the Corporations Act 2001 (Cth).

Competitors means those companies listed in Schedule 2 and, if any of those companies divest, transfer or spin-off the assets or legal entities comprising their titanium dioxide (“TiO2”), minerals sands mining or processing business activities, “Competitors” shall also mean such divested, transferred or spun-off business and entities, as the case may be.

Employment has the meaning given in the Recitals.

Employment Agreement has the meaning given in the Recitals.

Group means Tronox, Tronox Pigment (Holland) BV and each of their Related Bodies Corporate.

Related Body Corporate has the same meaning as under the Corporations Act.

Separation has the meaning given in the Recitals.

1.2 Meaning of words

(a)A reference to this Deed or another deed includes any variation or replacement of either of them;

(b)A reference to dollars ($) is a reference to Australian dollars;

(c)A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d)The singular includes the plural and vice versa;

(e)The word “person” includes a firm, body corporate, unincorporated association or authority;

(f)A reference to a person includes a reference to the person’s Employees, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and assignees; and

(g)A reference to a day is to be interpreted as a period of time commencing at midnight and ending 24 hours later.

1.3 Headings

Headings are for convenience only and do not affect the interpretation of this Deed.


2. Arrangements between the Parties

2.1 Cessation of Employment

The Parties agree that the Employment will end on the Separation Date.

2.2 Work arrangements up to the Separation Date

The Employee agrees that between the date of this Deed and the Separation Date, the Employee will:

(a)continue in the employment of Tronox in his current role;

(b)undertake the Employee’s usual duties in the SVP Role and continue to perform such tasks under the Employment and the Assignment in good faith and in accordance with all reasonable directions of Group;

(c)comply with all obligations under the Employment Agreement and Assignment letters;

(d)continue to be entitled to the Employee’s normal entitlements during the continuation of the Employment and the Assignment during this period; and

(e)relocate back to Australia prior to the Separation Date in accordance with the Assignment.

2.3 Payments

Provided that the Employee complies with his obligations under this Deed, the Employer will make the payments, and will allow Restricted Stock Units (RSUs) under the Company’s Management Equity Incentive Plan (MEIP) to vest, as specified in Schedule 1 (Payments) to the Employee within 10 business days of the Separation Date.

2.4 Deduction of tax

The Payments and other benefits provided in this Deed will be subject to the deduction or withholding of all tax required by law in any jurisdiction.

2.5 No outstanding entitlements

The Employee acknowledges that the Payments and other benefits provided under this Deed are provided by Tronox and the Group in full and final satisfaction of all matters between the Employee, Tronox and the Group.

2.6 No admission of liability

The Payments and other benefits provided under this Deed are provided by Tronox and the Group without admission of liability.


3. Release

3.1 Release by the Employee

Deed of Separation and Release

(a)The Employee unconditionally and irrevocably agrees not to sue and releases Tronox, Tronox Pigment (Holland) BV, each other company in the Group and each of their respective officers, employees, agents and servants (collectively the “Released Parties”), to the maximum extent permissible at law, from all rights, liabilities, actions, suits, causes of action (including under statute), claims, complaints, demands, claims for costs or expenses whatsoever which the Employee now has or may at any time hereafter have against any of the Released Parties including but not limited to those arising from or relating in any way to the Employment, Employment Agreement, Assignment and Separation.

(b)The release given by the Employee in this clause does not apply to any rights under workers’ compensation and superannuation legislation which cannot be excluded by law.

3.2 Release in favour of third Parties

The release given in clause 3.1 in favour of persons not a Party to this Deed is intended to be, and is, directly enforceable by each of those persons, and this Deed operates as a deed poll in favour of those persons.

3.3 Release by Tronox

(a)Subject to the Employee complying with his obligations under this Deed, and with effect from the Separation Date, Tronox, Tronox Pigment (Holland) BV (and each company in the Group) unconditionally and irrevocably agrees not to sue and releases the Employee, to the maximum extent permissible at law, from all rights, liabilities, actions, suits, causes of action (including under statute), claims, complaints, demands, claims for costs or expenses whatsoever which Tronox, Tronox Pigment (Holland) BV (and each company in the Group) now has or may at any time hereafter have against the Employee arising from or relating in any way to the Employment, Employment Agreement, Assignment and Separation.

(b)The release given in clause 3.3(a) does not apply to:

(i)any liability which cannot be released under section 199A of the Corporations Act;

(ii)any conduct involving a lack of good faith by the Employee or fraudulent or criminal conduct engaged in by the Employee which exceeded the Employee’s authority as an officer or employee of Tronox, Tronox Pigment (Holland) BV or other Group company; and

(iii)any breach of the Employee’s ongoing obligations which survive termination of the Employment Agreement or Assignment.

3.4 Covenants and indemnities

(a)Further to the respective releases in clauses 3.1(a) and 3.3(a), each Party covenants in favour of each other Party (and each other person in favour of whom a release is given under clause 3.2), that it will not directly or indirectly bring or pursue, procure that a third Party bring or pursue, provide financial support for or otherwise support any claim, action or proceeding in any court or tribunal in respect of any matter which is the subject of a release under clauses 3.1(a) or 3.3(a).

Deed of Separation and Release

(b)Each Party will indemnify the other Party, and each other person in favour of whom a release is given under clauses 3.1(a), 3.2 and 3.3(a), from and against any costs and liabilities (including any legal fees, fines, penalties or damages) arising from or in any way connected with a breach by it of clause 3.4(a).

3.5 Breach of this Deed

For the avoidance of doubt, the releases given in clauses 3.1, 3.2 and 3.3 do not prevent the Employee, Tronox, Tronox Pigment (Holland) BV or any of the Released Parties from enforcing this Deed where there is a breach of its terms.


4. Ongoing obligations

The Employee acknowledges that they are bound by confidentiality, intellectual property and any other obligations (including restrictive covenants) that continue following the termination of the Employment contained in the Employment Agreement, Assignment letters or otherwise.

4.1 Confidentiality and non-disclosure obligations

For the purposes of this clause 4.1:

Confidential Information means Tronox’ and its suppliers’ and customers’ trade secrets and confidential information, including regarding Tronox’ business plans, finances, operations, methods, inventions, improvements, privileged information, customer and supplier connections, and other commercially valuable, non-public information. For the purpose of this clause, Tronox includes each Group company.

The Employee acknowledges that:

(a)having regard to his duties for Tronox, the Employee has had access to Confidential Information and that disclosure of any Confidential Information or knowledge could materially harm Tronox and the Group; and

(b)the Confidential Information is solely and exclusively the property of Tronox and the Group.

The Employee agrees that he will not use or disclose to any person, and will use his best endeavours to prevent the publication, use or disclosure by third parties of Confidential Information except:

(a)as permitted by the Tronox in writing; or

(b)as required by law.

4.2 Intellectual Property

For the purposes of this clause 4.2:

Intellectual Property Rights includes all rights in relation to patents, copyright, registered designs, registered and unregistered trade marks, trade secrets, know-how and confidential information, all other intellectual property as defined in article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967 including without limitation moral rights, and any right to register those rights, whether created before or after the date of this Deed, whether existing in Australia or any other country, and in all cases for the

Deed of Separation and Release

duration of those rights. For the purpose of this clause, Tronox includes each Group company.

The Employee agrees:

(a)that all Intellectual Property Rights arising out of the Employment with Tronox (including the Assignment) are owned by Tronox or its affiliates;

(b)to assign to Tronox (or any of its affiliates) all present and future Intellectual Property Rights arising out of or in connection with the Employment with Tronox (including the Assignment);

(c)not to personally or through the assistance of another person, directly or indirectly, do any act or thing which may invalidate, jeopardise or put in dispute Tronox’ (or any of its affiliates’) title to the Intellectual Property Rights referred to in paragraphs (a) and (b) above, provided that nothing in this paragraph necessarily prohibits the Employee from disclosing know-how in the ordinary course of business;

(d)to unconditionally and irrevocably waive, or consent to any acts or omissions which would otherwise infringe, all moral rights the Employee has in Intellectual Property Rights arising out of or in connection with the Employee’s employment and the agreement by Tronox (in its absolute discretion) reproducing, publishing, copying, adapting, communicating, showing or exhibiting in or to the public, in any way Tronox sees fit; and

(e)at any time, to execute all documents and do all acts and things as Tronox (or its affiliates) may reasonably request to give full effect to Tronox’ rights under this clause 4.2.


5. Non-competition

5.1 Definitions

For the purposes of this clause 5:

Restricted Area means:

(a)the world;

(b)those locations for which the Employee had material responsibility, at any time during the 12 months prior to Separation Date and any additional geographic area in which Tronox or the Group:

(A)conducts any material portion of the Business as at the Separation Date and for which the Employee had material involvement; or

(B)has specific plans to conduct any material portion of the Business as at the Separation Date, which such plans are known to the Employee during the course of his Employment due to the Employee’s knowledge of Confidential Information;

(c)Australia; or

(d)Western Australia.

Deed of Separation and Release

5.2 Non-competition

The Employee must not, during the period of 24 months from the Separation Date, either directly or indirectly, be engaged, employed, concerned, involved or interested in any of the Competitors listed in Schedule 2 in any Restricted Area:

(a)alone or in association or partnership;

(b)as an employee, agent, director, member, shareholder or trustee; or

(c)as a consultant or adviser.

5.3 Combination of clauses

Clause 5.2 “Non-competition” is construed and has effect as if it were a number of separate sub-paragraphs which result from combining the prohibition or restriction in clause 5.2 with each Restricted Area. Each such resulting sub-paragraph has effect as a separate and severable prohibition or restriction and is to be enforced accordingly.

5.4 Deletion of restrictions

If any of the separate resulting clauses in clause 5.2 “Non-competition” goes beyond what is reasonable in the circumstances and necessary to protect Tronox’ legitimate interests but would be reasonable and necessary if any part of the Restricted Area were deleted or reduced, then the prohibition or restriction applies with that part deleted or reduced by the minimum amount necessary to make the prohibition or restriction reasonable in the circumstances.


6. Non-solicitation

6.1 Definitions

For the purposes of this clause 6:

Prohibited Period means a period of 5 years from the Separation Date.

6.2 Non-solicitation of employees, officers and contractors

During the Prohibited Period, the Employee must not directly or indirectly (whether on his own account or for the benefit of another party) entice away or endeavour to entice away, solicit, induce, employ or engage or endeavour to employ or engage any:

(a)employee of Tronox or the Group to engage in any activity in which the Employee is prohibited from engaging under this Deed; or

(b)any employee, officer or contractor to terminate their employment or to cease offering their services to Tronox or the Group.


7. Employee’s Acknowledgments

The Employee acknowledges that:

(a)he has had the opportunity to obtain independent legal advice as to the nature, effect and extent of this Deed; and

Deed of Separation and Release

(b)Tronox and the Group have not made any promise, representation or inducement or been party to any conduct material to the Employee entering into this Deed other than as set out in the Deed.


8. Confidentiality

8.1 Confidentiality

Each of the Parties to this Deed agree that they must not disclose, or in any way authorise the disclosure of the terms of this Deed or the terms of any negotiations leading up to this Deed to any other person except:

(a)to the extent the other Party to the Deed consents in writing;

(b)as they may be required to do so by law or for the purpose of obtaining legal and taxation advice from their professional advisers, auditors, bankers, or financial advisors on receipt of an undertaking from that person to keep the terms confidential;

(c)as they may be required in accordance with the rules of the New York Stock Exchange and United States Securities and Exchange Commission or for the purpose of obtaining legal and taxation advice from their professional advisers;

(d)to the extent necessary to enforce any term of this Deed;

(e)the Employee’s spouse or partner, on receipt of an undertaking to keep the terms confidential; or

(f)to comply with any law or requirement of any regulatory body.

8.2 Breach of confidentiality

Each of the Parties enter into this Deed on the basis that the other Party will adhere to the non-disclosure obligations set out in this clause and that all Parties consider the non-disclosure obligations to be a material term of the Deed.


9. Non-disparagement

9.1 Non-disparagement by the Employee

The Employee agrees not to disparage any of the Released Parties or otherwise make or publish any statement which may harm or injure the reputation of these persons or companies. This clause does not apply to statements made in legal proceedings.

9.2 Non-disparagement by Tronox

Tronox must use its reasonable endeavours to ensure that no officer of Tronox in their capacity as an authorised representative of Tronox disparages the Employee or otherwise makes or publishes any statement which may harm or prejudice the Employee’s reputation. This clause does not apply to statements made in legal proceedings.


10. Return of property

Deed of Separation and Release

On or before the Separation Date, the Employee must:

(a)return all confidential documents and information relating to the Group (whether in electronic or hard copy form) and any other property of the Group in his possession or control to Tronox;

(b)delete any record of confidential information relating to the Group stored by electronic means including on any personal computer, computer disk, flash drive, cloud storage service, external hard drive or other electronic storage device.

The Employee agrees to deliver up any personal computer equipment or storage devices to the Employer for inspection to verify the Employee has complied with his obligations under this clause.


11. Co-operating in investigations and legal proceedings

The Employee must co-operate with, and provide all reasonable assistance required by, Tronox or any member of the Group in any investigation by any regulatory authority or legal proceedings relating to the period in which he was an employee of the Group. Tronox will meet the reasonable costs of the Employee providing such co-operation or assistance.


12. Binding Effect

This Deed shall bind the Parties hereto and any executor, administrator, transferee, assignee, liquidator or trustee in bankruptcy appointed in respect of any Party to this Deed.


13. Bar to claims

This Deed may be pleaded in bar by the Parties hereto (or the Released Parties) to any actions, suits, or proceedings commenced, continued or taken by any other Party hereto or on their behalf in connection with any of the matters referred to in this Deed.


14. Further Assurances & Co-operations

Each Party agrees to take all steps, execute all documents and do all acts and things as may be reasonably required by the other Party to give effect to the transactions and events contemplated by this Deed.


15. Acknowledgements

The Employee acknowledges that in entering into this Deed:

(a)he has not relied upon any statements, representations, warranties, promises, undertakings or agreements (whether express or implied or oral or written) concerning the subject matter of the Deed except as provided in this Deed;

Deed of Separation and Release

(b)she has done so freely, acting entirely on his own information and knowledge and having had an opportunity to obtain independent legal advice and a reasonable opportunity to consider his position; and


16. Costs

Each Party will pay its own legal costs incidental to the preparation of this Deed.


17. Entire agreement

This Deed constitutes the entire agreement of the Parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.


18. Severability

If the whole or any part of a provision of this Deed is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. The remainder of this Deed has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Deed or is contrary to public policy.


19. Variation and waiver

No provision of or right created under this Deed may be waived, except in writing signed by the Party granting the waiver or varied, except in writing signed by the Parties.


20. Counterparts

This Deed may consist of a number of copies each signed by one or more Parties to the Deed. If so, the signed copies are treated as making up the one document.


21. Notices

Any notice or communication between the Parties for the purposes of this Deed shall be in writing and may be addressed to a Party at that Party’s address shown in the details of this Deed or at such other address within Australia as that Party may have advised by notice in writing.


22. Governing Law

This Deed shall be governed by the laws of the State of Western Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the State of Western Australia and courts of appeal from them for determining any

Deed of Separation and Release

dispute concerning this agreement or the transactions contemplated by this Deed.

EXECUTED as a Deed.

Deed of Separation and Release

Signing page

DATED: __July 30, 2024_______________


SIGNED by RUSSELL AUSTIN in the presence of: /s/ Jeffrey Neuman Signature of witness Jeffrey Neuman Name of witness			) ) ) ) ) ) ) ) ) )			/s/ Russell Austin Signature of RUSSELL AUSTIN


SIGNED on behalf of TRONOX MANAGEMENT PTY LTD (ABN 59 009 343 364) in the presence of: /s/ Mary Neuroth Signature of witness Mary Neuroth Name of witness			) ) ) ) ) ) ) ) ) )			/s/ Steven Kaye Signature of representative of TRONOX MANAGEMENT PTY LTD Steven Kaye Full name of representative of TRONOX MANAGEMENT PTY LTD

Deed of Separation and Release

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, John Romano, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of Tronox Holdings plc (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: August 2, 2024

/s/ John Romano
John Romano
Chief Executive Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, D. John Srivisal, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of Tronox Holdings plc (the “Registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: August 2, 2024

/s/ D. John Srivisal
D. John Srivisal
Senior Vice President and Chief Financial Officer

EXHIBIT 32.1

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER

FURNISHED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 USC. SECTION 1350)

AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934

August 2, 2024

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Tronox Holdings plc (the “Registrant”) hereby certifies that the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


/s/ John Romano
John Romano
Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 32.2

WRITTEN STATEMENT OF PRINCIPAL FINANCIAL OFFICER

FURNISHED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 USC. SECTION 1350)

AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934

August 2, 2024


/s/ D. John Srivisal
D. John Srivisal
Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Jul. 22, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	1-35573
Entity Registrant Name	TRONOX HOLDINGS PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1467236
Entity Address, Address Line One	263 Tresser Boulevard
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06901
City Area Code	203
Local Phone Number	705-3800
Title of 12(b) Security	Ordinary Shares, par value $0.01 per share
Security Exchange Name	NYSE
Trading Symbol	TROX
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		157,919,518
Entity Central Index Key	0001530804
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net sales	$ 820	$ 794	$ 1,594	$ 1,502
Cost of goods sold	670	637	1,324	1,212
Gross profit	150	157	270	290
Selling, general and administrative expenses	74	73	153	144
Income from operations	76	84	117	146
Interest expense	(42)	(38)	(84)	(71)
Interest income	2	3	6	6
Other income, net	19	4	18	6
Income before income taxes	55	53	57	87
Income tax provision	(45)	(322)	(56)	(331)
Net income (loss)	10	(269)	1	(244)
Net (loss) income attributable to noncontrolling interest	(6)	0	(6)	2
Net income (loss) attributable to Tronox Holdings plc	$ 16	$ (269)	$ 7	$ (246)
Earnings (loss) per share:
Basic (in dollars per share)	$ 0.10	$ (1.72)	$ 0.04	$ (1.58)
Diluted (in dollars per share)	$ 0.10	$ (1.72)	$ 0.04	$ (1.58)
Weighted average shares outstanding, basic (in thousands) (in shares)	158,117	156,780	157,730	155,986
Weighted average shares outstanding, diluted (in thousands) (in shares)	159,288	156,780	158,902	155,986

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 10	$ (269)	$ 1	$ (244)
Other comprehensive income (loss):
Foreign currency translation adjustments	14	(30)	(27)	(43)
Pension and postretirement plans:
Actuarial loss, (net of tax benefit of nil and less than $1 million in the three months ended June 30, 2024 and 2023, respectively, and net of tax benefit of nil and $1 million in the six months ended June 30, 2024 and 2023, respectively)	0	(1)	0	0
Amortization of unrecognized actuarial loss, (net of tax benefit of nil in the three and six months ended June 30, 2024 and 2023)	1	0	1	0
Total pension and postretirement gain (loss)	1	(1)	1	0
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax expense of nil and $1 million in the three months ended June 30, 2024 and 2023, respectively, and net of tax expense of nil and $2 million in the six months ended June 30, 2024 and 2023, respectively)	(2)	1	(3)	4
Unrealized gains (losses) on derivative financial instruments, (net of tax expense of nil and $1 million for the three months ended June 30, 2024 and 2023, respectively, and net of tax benefit of nil and $1 million for the six months ended June 30, 2024 and 2023, respectively) - See Note 12	(1)	9	9	3
Other comprehensive income (loss)	12	(21)	(20)	(36)
Total comprehensive income (loss)	22	(290)	(19)	(280)
Comprehensive (loss) income attributable to noncontrolling interest:
Net (loss) income	(6)	0	(6)	2
Foreign currency translation adjustments	(4)	3	(5)	5
Comprehensive (loss) income attributable to noncontrolling interest	(10)	3	(11)	7
Comprehensive income (loss) attributable to Tronox Holdings plc	$ 32	$ (293)	$ (8)	$ (287)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Actuarial loss, net of tax expense (benefit)	$ 0	$ (1,000,000)	$ 0	$ (1,000,000)
Amortization of unrecognized actuarial loss, net of tax benefit	0	0	0	0
Realized (gains) losses on derivatives reclassified from accumulated other comprehensive loss, net of tax expense (benefit)	0	1,000,000	0	2,000,000
Unrealized gains (loss) on derivative instruments, net of tax expense (benefit)	$ 0	$ 1,000,000	$ 0	$ (1,000,000)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 201	$ 273
Accounts receivable (net of allowance for credit losses of $5 million and $3 million as of June 30, 2024 and December 31, 2023, respectively)	382	290
Inventories, net	1,424	1,421
Prepaid and other assets	210	141
Income taxes receivable	9	10
Total current assets	2,226	2,135
Noncurrent Assets
Property, plant and equipment, net	1,841	1,835
Mineral leaseholds, net	639	654
Intangible assets, net	246	243
Lease right of use assets, net	130	132
Deferred tax assets	888	917
Other long-term assets	126	218
Total assets	6,096	6,134
Current Liabilities
Accounts payable	457	461
Accrued liabilities	243	230
Short-term lease liabilities	20	24
Short-term debt	0	11
Long-term debt due within one year	26	27
Total current liabilities	746	753
Noncurrent Liabilities
Long-term debt, net	2,781	2,786
Pension and postretirement healthcare benefits	101	104
Asset retirement obligations	182	172
Environmental liabilities	47	48
Long-term lease liabilities	103	103
Deferred tax liabilities	171	149
Other long-term liabilities	34	39
Total liabilities	4,165	4,154
Commitments and Contingencies - Note 15
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 157,912,468 shares issued and outstanding at June 30, 2024 and 156,793,755 shares issued and outstanding at December 31, 2023	2	2
Capital in excess of par value	2,074	2,064
Retained earnings	651	684
Accumulated other comprehensive loss	(829)	(814)
Total Tronox Holdings plc shareholders’ equity	1,898	1,936
Noncontrolling interest	33	44
Total equity	1,931	1,980
Total liabilities and equity	$ 6,096	$ 6,134

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Accounts receivable, net of allowance for credit losses	$ 5	$ 3
Shareholders’ Equity
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	157,912,468	156,793,755
Common stock, shares outstanding (in shares)	157,912,468	156,793,755

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net income (loss)	$ 1	$ (244)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	144	139
Deferred income taxes	46	310
Share-based compensation expense	10	11
Amortization of deferred debt issuance costs and discount on debt	5	4
Other non-cash items affecting net income (loss)	13	26
Changes in assets and liabilities:
Increase in accounts receivable, net of allowance for credit losses	(97)	(1)
Decrease (increase) in inventories, net	8	(131)
Decrease in prepaid and other assets	10	9
Increase (decrease) in accounts payable and accrued liabilities	13	(43)
Net changes in income tax payables and receivables	(2)	(4)
Changes in other non-current assets and liabilities	(20)	(19)
Cash provided by operating activities	131	57
Cash Flows from Investing Activities:
Capital expenditures	(152)	(148)
Proceeds from sale of assets	16	3
Cash used in investing activities	(136)	(145)
Cash Flows from Financing Activities:
Repayments of short-term debt	(11)	(50)
Repayments of long-term debt	(9)	(9)
Proceeds from short-term debt	0	201
Debt issuance costs	(2)	0
Dividends paid	(41)	(50)
Cash (used in) provided by financing activities	(63)	92
Effects of exchange rate changes on cash and cash equivalents	(4)	(1)
Net (decrease) increase in cash and cash equivalents	(72)	3
Cash and cash equivalents at beginning of period	273	164
Cash and cash equivalents at end of period	201	167
Supplemental cash flow information:
Interest paid, net	78	61
Income taxes paid	$ 11	$ 24

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Millions	Total	Total Tronox Holdings plc Shareholders’ Equity	Tronox Holdings plc Ordinary Shares	Capital in Excess of par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Non- controlling Interest
Beginning balance (in shares) at Dec. 31, 2022			154,497,000
Beginning balance at Dec. 31, 2022	$ 2,403	$ 2,357	$ 2	$ 2,043	$ 1,080	$ (768)	$ 46
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	25	23			23		2
Other comprehensive income (loss)	(15)	(17)				(17)	2
Share-based compensation (in shares)			2,221,000
Share-based compensation	6	6		6
Shares cancelled (in shares)			(1,000)
Ordinary share dividends	(20)	(20)			(20)
Ending balance (in shares) at Mar. 31, 2023			156,717,000
Ending balance at Mar. 31, 2023	2,399	2,349	$ 2	2,049	1,083	(785)	50
Beginning balance (in shares) at Dec. 31, 2022			154,497,000
Beginning balance at Dec. 31, 2022	2,403	2,357	$ 2	2,043	1,080	(768)	46
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(244)
Other comprehensive income (loss)	(36)
Ending balance (in shares) at Jun. 30, 2023			156,787,000
Ending balance at Jun. 30, 2023	2,086	2,041	$ 2	2,054	794	(809)	45
Beginning balance (in shares) at Mar. 31, 2023			156,717,000
Beginning balance at Mar. 31, 2023	2,399	2,349	$ 2	2,049	1,083	(785)	50
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(269)	(269)			(269)
Other comprehensive income (loss)	(21)	(24)				(24)	3
Share-based compensation (in shares)			92,000
Share-based compensation	5	5		5
Shares cancelled (in shares)			(22,000)
Minority interest dividend	(8)						(8)
Ordinary share dividends	(20)	(20)			(20)
Ending balance (in shares) at Jun. 30, 2023			156,787,000
Ending balance at Jun. 30, 2023	$ 2,086	2,041	$ 2	2,054	794	(809)	45
Beginning balance (in shares) at Dec. 31, 2023	156,793,755		156,794,000
Beginning balance at Dec. 31, 2023	$ 1,980	1,936	$ 2	2,064	684	(814)	44
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(9)	(9)			(9)
Other comprehensive income (loss)	(32)	(31)				(31)	(1)
Share-based compensation (in shares)			1,050,000
Share-based compensation	6	6		6
Shares cancelled (in shares)			(6,000)
Ordinary share dividends	(20)	(20)			(20)
Ending balance (in shares) at Mar. 31, 2024			157,838,000
Ending balance at Mar. 31, 2024	$ 1,925	1,882	$ 2	2,070	655	(845)	43
Beginning balance (in shares) at Dec. 31, 2023	156,793,755		156,794,000
Beginning balance at Dec. 31, 2023	$ 1,980	1,936	$ 2	2,064	684	(814)	44
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1
Other comprehensive income (loss)	$ (20)
Ending balance (in shares) at Jun. 30, 2024	157,912,468		157,912,000
Ending balance at Jun. 30, 2024	$ 1,931	1,898	$ 2	2,074	651	(829)	33
Beginning balance (in shares) at Mar. 31, 2024			157,838,000
Beginning balance at Mar. 31, 2024	1,925	1,882	$ 2	2,070	655	(845)	43
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	10	16			16		(6)
Other comprehensive income (loss)	12	16				16	(4)
Share-based compensation (in shares)			94,000
Share-based compensation	4	4		4
Shares cancelled (in shares)			(20,000)
Ordinary share dividends	$ (20)	(20)			(20)
Ending balance (in shares) at Jun. 30, 2024	157,912,468		157,912,000
Ending balance at Jun. 30, 2024	$ 1,931	$ 1,898	$ 2	$ 2,074	$ 651	$ (829)	$ 33

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Ordinary share dividends (in dollars per share)	$ 0.125	$ 0.125	$ 0.125	$ 0.125

The Company	6 Months Ended
The Company	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company	The Company Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our nine TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world. We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024 and 2023. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". The amendment requires additional disclosures by public entities, including those with a single reportable segment, to disclose significant segment expenses and other segment items for each reportable segment. The guidance applies to fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard.

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenue

Net sales to external customers by geographic areas where our customers are located were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
North America	$	222	$	204	$	414	$	393
South and Central America	51		41		97		82
Europe, Middle-East and Africa	308		319		617		602
Asia Pacific	239		230		466		425
Total net sales	$	820	$	794	$	1,594	$	1,502

Net sales from external customers for each similar type of product were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
TiO2	$	653	$	611	$	1,259	$	1,171
Zircon	85		95		173		167
Other products	82		88		162		164
Total net sales	$	820	$	794	$	1,594	$	1,502

Other products mainly include pig iron, TiCl4 and other mining products.

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income before income taxes is comprised of the following:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Income tax provision	$	(45)		$	(322)		$	(56)		$	(331)
Income before income taxes	$	55		$	53		$	57		$	87
Effective tax rate	82		%	608		%	98		%	380		%

Income Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Income Per Share

The computation of basic and diluted income per share for the periods indicated is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator - Basic and Diluted:
Net income (loss)	$	10	$	(269)	$	1	$	(244)
Less: Net (loss) income attributable to noncontrolling interest	(6)		—		(6)		2
Net income (loss) available to ordinary shares	$	16	$	(269)	$	7	$	(246)

Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)	158,117		156,780		157,730		155,986
Weighted-average ordinary shares, diluted (in thousands)	159,288		156,780		158,902		155,986

Basic net income (loss) per ordinary share	$	0.10	$	(1.72)	$	0.04	$	(1.58)
Diluted net income (loss) per ordinary share	$	0.10	$	(1.72)	$	0.04	$	(1.58)


	Shares
	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Options	3,473	265,376	3,473	265,376
Restricted share units	1,391,399	3,047,432	1,266,453	2,873,310

Accounts Receivable Securitization Program

6 Months Ended

Jun. 30, 2024

Transfers and Servicing [Abstract]

Accounts Receivable Securitization Program

The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash proceeds from collections reinvested in the program	$	276	$	201	$	498	$	345
Incremental accounts receivables sold	306		284		542		422
Fees incurred1	4		3		7		5

1 Amounts relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

Inventories, Net

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventories, Net

Inventories, net consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	355	$	352
Work-in-process	151		141
Finished goods, net	676		688
Materials and supplies, net	242		240
Inventories, net	$	1,424	$	1,421

Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

Property, Plant and Equipment, Net

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

Property, plant and equipment, net of accumulated depreciation, consisted of the following:


	June 30, 2024		December 31, 2023
Land and land improvements	$	241	$	237
Buildings	409		404
Machinery and equipment	2,564		2,530
Construction-in-progress	372		319
Other	58		60
Subtotal	3,644		3,550
Less: accumulated depreciation	(1,803)		(1,715)
Property, plant and equipment, net	$	1,841	$	1,835

Substantially all of the property, plant and equipment, net is pledged as collateral for our debt.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	56	$	52	$	112	$	106
Selling, general and administrative expenses	1		1		2		2
Total	$	57	$	53	$	114	$	108

Mineral Leaseholds, Net

6 Months Ended

Jun. 30, 2024

Extractive Industries [Abstract]

Mineral Leaseholds, Net

Mineral leaseholds, net of accumulated depletion, consisted of the following:


	June 30, 2024		December 31, 2023
Mineral leaseholds	$	1,260	$	1,260
Less: accumulated depletion	(621)		(606)
Mineral leaseholds, net	$	639	$	654

Intangible Assets, Net

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets, net of accumulated amortization, consisted of the following:


	June 30, 2024						December 31, 2023
	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	292	$	(260)	$	32	$	291	$	(250)	$	41
TiO2 technology	93		(47)		46		93		(44)		49
Internal-use software and other	218		(50)		168		201		(48)		153
Intangible assets, net	$	603	$	(357)	$	246	$	585	$	(342)	$	243


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	1	$	1	$	2	$	2
Selling, general and administrative expenses	6		7		13		14
Total	$	7	$	8	$	15	$	16

Balance Sheet and Cash Flow Supplemental Information

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Balance Sheet and Cash Flow Supplemental Information

Accrued liabilities consisted of the following:


	June 30, 2024		December 31, 2023
Employee-related costs and benefits	$	114	$	111
Related party payables	14		1
Interest	16		16
Sales rebates	38		36

Taxes other than income taxes	9		6
Asset retirement obligations	12		14



Other accrued liabilities	40		46
Accrued liabilities	$	243	$	230

Additional supplemental cash flow information for the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 is as follows:


	Six Months Ended June 30,
Supplemental non cash information:	2024		2023
Operating activities - Chloride slag inventory purchases made from AMIC (including VAT)	$	34	$	—
Operating activities - MGT sales made to AMIC	$	3	$	3
Operating activities - Withholding tax on sale of royalty interest1	$	7	$	—
Investing activities - Proceeds from sale of royalty interest1	$	7	$	—
Investing activities - In-kind receipt of AMIC loan repayment	$	34	$	—

Financing activities - Repayment of MGT loan	$	3	$	3

	June 30, 2024		December 31, 2023
Capital expenditures acquired but not yet paid	$	59	$	67

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Long-Term Debt

Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:


	Original Principal	Annual Interest Rate		Maturity Date	June 30, 2024		December 31, 2023
Term Loan Facility, net of unamortized discount (1)	1,300	Variable		3/11/2028	$	899	$	898
2022 Term Loan Facility, net of unamortized discount(1)	400	Variable		4/4/2029	—		390
2023 Term Loan Facility, net of unamortized discount(1)	350	Variable		8/16/2028	—		347
2024 Term Loan Facility, net of unamortized discount(1)	741	Variable		4/4/2029	735		—
Senior Notes due 2029	1,075	4.625	%	3/15/2029	1,075		1,075
Standard Bank Term Loan Facility (1)	98	Variable		11/11/2026	60		64
Australian Government Loan, net of unamortized discount	N/A	N/A		12/31/2036	1		1
MGT Loan(2)	36	Variable		Variable	22		25
Finance leases					42		43
Long-term debt					2,834		2,843
Less: Long-term debt due within one year					(26)		(27)
Debt issuance costs					(27)		(30)
Long-term debt, net					$	2,781	$	2,786

_______________

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.1% and 6.0% during the six months ended June 30, 2024 and June 30, 2023, respectively.

Long-Term Debt

2024 Term Loan Facility

Administrative Agent and Collateral Agent. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan Facility and the 2023 Term Loan Facility.

Short-Term Debt

Emirates Revolver

In June 2024, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from June 2024 to December 2024.

Insurance premium financing

Debt Covenants

As of June 30, 2024, we are in compliance with all financial covenants in our debt facilities.

Derivative Financial Instruments

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivatives recorded on the Condensed Consolidated Balance Sheets:

The following table is a summary of the fair value of derivatives outstanding at June 30, 2024 and December 31, 2023:


	Fair Value
	June 30, 2024				December 31, 2023
	Assets(a)		Accrued Liabilities		Assets(a)		Accrued Liabilities
Derivatives Designated as Cash Flow Hedges

Interest Rate Swaps	$	27	$	—	$	18	$	—
Natural Gas Hedges	$	—	$	—	$	—	$	1
Total Hedges	$	27	$	—	$	18	$	1
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts	$	2	$	—	$	1	$	1
Total Derivatives	$	29	$	—	$	19	$	2

(a) At June 30, 2024 and December 31, 2023, current assets of $29 million and $19 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.

Derivatives' Impact on the Condensed Consolidated Statement of Operations:

The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations:


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other income, net		Cost of Goods Sold		Other income, net
	Three Months Ended June 30, 2024				Three Months Ended June 30, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	3	$	—	$	2
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(2)	$	—
Natural Gas Hedges	$	—	$	—	$	(1)	$	—
Total Derivatives	$	—	$	3	$	(3)	$	2


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other income, net		Cost of Goods Sold		Other income, net
	Six Months Ended June 30, 2024				Six Months Ended June 30, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	(3)	$	—	$	(5)
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(4)	$	—
Natural Gas Hedges	$	(1)	$	—	$	(3)	$	—
Total Derivatives	$	(1)	$	(3)	$	(7)	$	(5)

Interest Rate Risk

Foreign Currency Risk

Fair Value

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

Level 1 -Quoted prices in active markets for identical assets or liabilities

Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly

Level 3 -Unobservable inputs based on the Company’s own assumptions

Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	Asset	Liability	Asset	Liability
Term Loan Facility	—	906	—	903
2022 Term Loan Facility	—	—	—	394
2023 Term Loan Facility	—	—	—	351
2024 Term Loan Facility	—	743	—	—
Standard Bank Term Loan Facility	—	60	—	64
Senior Notes due 2029	—	969	—	956
Australian Government Loan	—	1	—	1
MGT Loan	—	22	—	25
Interest rate swaps	27	—	18	—
Natural gas hedges	—	—	—	1
Foreign currency contracts	2	—	1	1

Asset Retirement Obligations

6 Months Ended

Jun. 30, 2024

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	188	$	158	$	186	$	161
Additions	2		2		7		3
Accretion expense	5		3		10		7
Remeasurement/translation	2		—		(5)		(2)
Other, including change in estimates	—		—		—		(3)
Settlements/payments	(3)		(2)		(4)		(5)



Balance, June 30,	$	194	$	161	$	194	$	161


	June 30, 2024		December 31, 2023
Current portion included in “Accrued liabilities”	$	12	$	14
Noncurrent portion included in “Asset retirement obligations”	182		172
Asset retirement obligations	$	194	$	186

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase and Capital Commitments—Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At June 30, 2024, purchase commitments were $217 million for the remainder of 2024, $225 million for 2025, $212 million for 2026, $186 million for 2027, $311 million for 2028, and $2,380 million thereafter. Letters of Credit—At June 30, 2024, we had outstanding letters of credit and bank guarantees of $120 million, of which $62 million were letters of credit, of which $48 million is related to the sale of Hawkins Point as discussed below, and $58 million were bank guarantees. Amounts for performance bonds were not material. Environmental Matters—It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following: Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MDE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of June 30, 2024, we have a provision of $42 million included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above. Other Matters—We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters are the following: UK Health and Safety Matter. In February 2024, we received a summons from the UK Health and Safety Executive alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving an employee in August 2022. With regard to the summons, a court hearing is currently scheduled for September 2024. Based on our current understanding, we do not believe the enforcement action with regards to this incident will have a material adverse effect on our business, financial condition and results of operations.

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items

The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2024 and 2023.


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, April 1, 2024	$	(769)	$	(92)	$	16	$	(845)
Other comprehensive (loss) income	18		—		(1)		17

Amounts reclassified from accumulated other comprehensive loss	—		1		(2)		(1)
Balance, June 30, 2024	$	(751)	$	(91)	$	13	$	(829)


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, April 1, 2023	$	(725)	$	(77)	$	17	$	(785)
Other comprehensive (loss) income	(33)		(1)		9		(25)

Amounts reclassified from accumulated other comprehensive loss	—		—		1		1
Balance, June 30, 2023	$	(758)	$	(78)	$	27	$	(809)

The tables below present changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023.


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2024	$	(729)	$	(92)	$	7	$	(814)
Other comprehensive (loss) income	(22)		—		9		(13)
Amounts reclassified from accumulated other comprehensive loss	—		1		(3)		(2)

Balance, June 30, 2024	$	(751)	$	(91)	$	13	$	(829)


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2023	$	(710)	$	(78)	$	20	$	(768)
Other comprehensive (loss) income	(48)		—		3		(45)
Amounts reclassified from accumulated other comprehensive loss	—		—		4		4

Balance, June 30, 2023	$	(758)	$	(78)	$	27	$	(809)

Repurchase of Common Stock

Share-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Restricted Share Units (“RSUs”)


	2024
Dividend yield	—	%
Expected historical volatility	47.9	%
Risk free interest rate	4.46	%
Expected life (in years)	3

Pension and Other Postretirement Healthcare Benefits

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Pension and Other Postretirement Healthcare Benefits

The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Pensions				Pensions
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net periodic cost:
Service cost	$	1	$	1	$	2	$	2
Interest cost	4		4		9		8
Expected return on plan assets	(5)		(5)		(10)		(10)

Total net periodic cost	$	—	$	—	$	1	$	—

The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Other Postretirement Benefit Plans				Other Postretirement Benefit Plans
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net periodic cost:

Interest cost	1		—		1		1


Total net periodic cost	$	1	$	—	$	1	$	1

Related Parties

6 Months Ended

Jun. 30, 2024

Related Parties

Tasnee / Cristal

pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger (the “Tronox Loans”).


	June 30, 2024	December 31, 2023
Principal balance	50	80
Accrued interest income balance	8	12
Total outstanding balance	58	92

The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Interest income	1	2	2	3

The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Settled as in-kind repayment of Tronox Loans	14	—	30	—
Settled in cash	8	36	16	79
Total chloride slag purchases	22	36	46	79


	June 30, 2024	December 31, 2023
Amount due to AMIC for slag purchases	13	—


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Management fees	—	2	—	4
Other technical support fees	—	1	—	1
Total fees received	—	3	—	5

Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet:


	June 30, 2024	December 31, 2023
Management fees and other technical support fees	—	1


	June 30, 2024	December 31, 2023
Note payable, due within 1 year	7	7
Note payable, due longer than 1 year from now	15	18
Total outstanding note payable	22	25

Amounts regarding loan repayments for the MGT loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within “Net sales,” are shown below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Interest expense	1	1	1	1
Loan Repayment via MGT delivered to ATTM	1	2	3	3


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Purchases of chlorine gas	2	1	3	2


	June 30, 2024	December 31, 2023
Amount due related to purchases of chlorine gas	1	1

As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statement of Operations, as shown below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
MGT sales made to ATTM as product is delivered	13	12	26	23

Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, as shown below:


	June 30, 2024	December 31, 2023
Due from ATTM for MGT deliveries	17	9

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 16	$ (269)	$ 7	$ (246)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

The Company (Policies)	6 Months Ended
The Company (Policies)	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of June 30, 2024, and its results of operations for the three and six months ended June 30, 2024 and 2023. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". The amendment requires additional disclosures by public entities, including those with a single reportable segment, to disclose significant segment expenses and other segment items for each reportable segment. The guidance applies to fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating any incremental disclosures required as a result of this standard.
Fair Value	Fair Value Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company’s own assumptions

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Net sales to external customers by geographic areas where our customers are located were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
North America	$	222	$	204	$	414	$	393
South and Central America	51		41		97		82
Europe, Middle-East and Africa	308		319		617		602
Asia Pacific	239		230		466		425
Total net sales	$	820	$	794	$	1,594	$	1,502

Net sales from external customers for each similar type of product were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
TiO2	$	653	$	611	$	1,259	$	1,171
Zircon	85		95		173		167
Other products	82		88		162		164
Total net sales	$	820	$	794	$	1,594	$	1,502

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Income Before Income Taxes

Income before income taxes is comprised of the following:


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Income tax provision	$	(45)		$	(322)		$	(56)		$	(331)
Income before income taxes	$	55		$	53		$	57		$	87
Effective tax rate	82		%	608		%	98		%	380		%

Income Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Income Per Share

The computation of basic and diluted income per share for the periods indicated is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator - Basic and Diluted:
Net income (loss)	$	10	$	(269)	$	1	$	(244)
Less: Net (loss) income attributable to noncontrolling interest	(6)		—		(6)		2
Net income (loss) available to ordinary shares	$	16	$	(269)	$	7	$	(246)

Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)	158,117		156,780		157,730		155,986
Weighted-average ordinary shares, diluted (in thousands)	159,288		156,780		158,902		155,986

Basic net income (loss) per ordinary share	$	0.10	$	(1.72)	$	0.04	$	(1.58)
Diluted net income (loss) per ordinary share	$	0.10	$	(1.72)	$	0.04	$	(1.58)

Schedule of Anti-dilutive Shares Not Recognized in the Diluted Net Income (Loss) Per Share

Anti-dilutive shares not recognized in the diluted net income (loss) per share calculation for the three and six months ended June 30, 2024 and 2023 were as follows:


	Shares
	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Options	3,473	265,376	3,473	265,376
Restricted share units	1,391,399	3,047,432	1,266,453	2,873,310

Accounts Receivable Securitization Program (Tables)

6 Months Ended

Jun. 30, 2024

Transfers and Servicing [Abstract]

Schedule of Receivables Sold and Fees Incurred Under the Program

The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cash proceeds from collections reinvested in the program	$	276	$	201	$	498	$	345
Incremental accounts receivables sold	306		284		542		422
Fees incurred1	4		3		7		5

1 Amounts relate to monthly utilization of the Securitization Facility and are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

Inventories, net consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	355	$	352
Work-in-process	151		141
Finished goods, net	676		688
Materials and supplies, net	242		240
Inventories, net	$	1,424	$	1,421

Property, Plant and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net of Accumulated Depreciation

Property, plant and equipment, net of accumulated depreciation, consisted of the following:


	June 30, 2024		December 31, 2023
Land and land improvements	$	241	$	237
Buildings	409		404
Machinery and equipment	2,564		2,530
Construction-in-progress	372		319
Other	58		60
Subtotal	3,644		3,550
Less: accumulated depreciation	(1,803)		(1,715)
Property, plant and equipment, net	$	1,841	$	1,835

Schedule of Depreciation Expense Related to Property, Plant and Equipment


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	56	$	52	$	112	$	106
Selling, general and administrative expenses	1		1		2		2
Total	$	57	$	53	$	114	$	108

Mineral Leaseholds, Net (Tables)

6 Months Ended

Jun. 30, 2024

Extractive Industries [Abstract]

Schedule of Mineral Leaseholds, Net of Accumulated Depletion

Mineral leaseholds, net of accumulated depletion, consisted of the following:


	June 30, 2024		December 31, 2023
Mineral leaseholds	$	1,260	$	1,260
Less: accumulated depletion	(621)		(606)
Mineral leaseholds, net	$	639	$	654

Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net of Accumulated Amortization

Intangible assets, net of accumulated amortization, consisted of the following:


	June 30, 2024						December 31, 2023
	Gross Cost		Accumulated Amortization		Net Carrying Amount		Gross Cost		Accumulated Amortization		Net Carrying Amount
Customer relationships	$	292	$	(260)	$	32	$	291	$	(250)	$	41
TiO2 technology	93		(47)		46		93		(44)		49
Internal-use software and other	218		(50)		168		201		(48)		153
Intangible assets, net	$	603	$	(357)	$	246	$	585	$	(342)	$	243

Schedule of Amortization Expense Related to Intangible Assets


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of goods sold	$	1	$	1	$	2	$	2
Selling, general and administrative expenses	6		7		13		14
Total	$	7	$	8	$	15	$	16

Balance Sheet and Cash Flow Supplemental Information (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following:


	June 30, 2024		December 31, 2023
Employee-related costs and benefits	$	114	$	111
Related party payables	14		1
Interest	16		16
Sales rebates	38		36

Taxes other than income taxes	9		6
Asset retirement obligations	12		14



Other accrued liabilities	40		46
Accrued liabilities	$	243	$	230

Schedule of Additional Supplemental Cash Flow Information

Additional supplemental cash flow information for the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 is as follows:


	Six Months Ended June 30,
Supplemental non cash information:	2024		2023
Operating activities - Chloride slag inventory purchases made from AMIC (including VAT)	$	34	$	—
Operating activities - MGT sales made to AMIC	$	3	$	3
Operating activities - Withholding tax on sale of royalty interest1	$	7	$	—
Investing activities - Proceeds from sale of royalty interest1	$	7	$	—
Investing activities - In-kind receipt of AMIC loan repayment	$	34	$	—

Financing activities - Repayment of MGT loan	$	3	$	3

	June 30, 2024		December 31, 2023
Capital expenditures acquired but not yet paid	$	59	$	67

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net of an Unamortized Discount and Debt Issuance Costs

Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:


	Original Principal	Annual Interest Rate		Maturity Date	June 30, 2024		December 31, 2023
Term Loan Facility, net of unamortized discount (1)	1,300	Variable		3/11/2028	$	899	$	898
2022 Term Loan Facility, net of unamortized discount(1)	400	Variable		4/4/2029	—		390
2023 Term Loan Facility, net of unamortized discount(1)	350	Variable		8/16/2028	—		347
2024 Term Loan Facility, net of unamortized discount(1)	741	Variable		4/4/2029	735		—
Senior Notes due 2029	1,075	4.625	%	3/15/2029	1,075		1,075
Standard Bank Term Loan Facility (1)	98	Variable		11/11/2026	60		64
Australian Government Loan, net of unamortized discount	N/A	N/A		12/31/2036	1		1
MGT Loan(2)	36	Variable		Variable	22		25
Finance leases					42		43
Long-term debt					2,834		2,843
Less: Long-term debt due within one year					(26)		(27)
Debt issuance costs					(27)		(30)
Long-term debt, net					$	2,781	$	2,786

_______________

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.1% and 6.0% during the six months ended June 30, 2024 and June 30, 2023, respectively.

Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivatives Outstanding

The following table is a summary of the fair value of derivatives outstanding at June 30, 2024 and December 31, 2023:


	Fair Value
	June 30, 2024				December 31, 2023
	Assets(a)		Accrued Liabilities		Assets(a)		Accrued Liabilities
Derivatives Designated as Cash Flow Hedges

Interest Rate Swaps	$	27	$	—	$	18	$	—
Natural Gas Hedges	$	—	$	—	$	—	$	1
Total Hedges	$	27	$	—	$	18	$	1
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts	$	2	$	—	$	1	$	1
Total Derivatives	$	29	$	—	$	19	$	2

(a) At June 30, 2024 and December 31, 2023, current assets of $29 million and $19 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.

Schedule of Derivatives' Impact on the Condensed Consolidated Statement of Operations

The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations:


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other income, net		Cost of Goods Sold		Other income, net
	Three Months Ended June 30, 2024				Three Months Ended June 30, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	3	$	—	$	2
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(2)	$	—
Natural Gas Hedges	$	—	$	—	$	(1)	$	—
Total Derivatives	$	—	$	3	$	(3)	$	2


	Amount of Pre-Tax Gain (Loss) Recognized in Earnings				Amount of Pre-Tax Gain (Loss) Recognized in Earnings
	Cost of Goods Sold		Other income, net		Cost of Goods Sold		Other income, net
	Six Months Ended June 30, 2024				Six Months Ended June 30, 2023

Derivatives Not Designated as Hedging Instruments
Currency Contracts	$	—	$	(3)	$	—	$	(5)
Derivatives Designated as Hedging Instruments
Currency Contracts	$	—	$	—	$	(4)	$	—
Natural Gas Hedges	$	(1)	$	—	$	(3)	$	—
Total Derivatives	$	(1)	$	(3)	$	(7)	$	(5)

Fair Value (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Our Debt and Derivative Contracts

The following table presents the fair value of our debt and derivative contracts at both June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	Asset	Liability	Asset	Liability
Term Loan Facility	—	906	—	903
2022 Term Loan Facility	—	—	—	394
2023 Term Loan Facility	—	—	—	351
2024 Term Loan Facility	—	743	—	—
Standard Bank Term Loan Facility	—	60	—	64
Senior Notes due 2029	—	969	—	956
Australian Government Loan	—	1	—	1
MGT Loan	—	22	—	25
Interest rate swaps	27	—	18	—
Natural gas hedges	—	—	—	1
Foreign currency contracts	2	—	1	1

Asset Retirement Obligations (Tables)

6 Months Ended

Jun. 30, 2024

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Change in Asset Retirement Obligations


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning balance	$	188	$	158	$	186	$	161
Additions	2		2		7		3
Accretion expense	5		3		10		7
Remeasurement/translation	2		—		(5)		(2)
Other, including change in estimates	—		—		—		(3)
Settlements/payments	(3)		(2)		(4)		(5)



Balance, June 30,	$	194	$	161	$	194	$	161


	June 30, 2024		December 31, 2023
Current portion included in “Accrued liabilities”	$	12	$	14
Noncurrent portion included in “Asset retirement obligations”	182		172
Asset retirement obligations	$	194	$	186

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items (Tables)

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss by Component

The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2024 and 2023.


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, April 1, 2024	$	(769)	$	(92)	$	16	$	(845)
Other comprehensive (loss) income	18		—		(1)		17

Amounts reclassified from accumulated other comprehensive loss	—		1		(2)		(1)
Balance, June 30, 2024	$	(751)	$	(91)	$	13	$	(829)


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, April 1, 2023	$	(725)	$	(77)	$	17	$	(785)
Other comprehensive (loss) income	(33)		(1)		9		(25)

Amounts reclassified from accumulated other comprehensive loss	—		—		1		1
Balance, June 30, 2023	$	(758)	$	(78)	$	27	$	(809)

The tables below present changes in accumulated other comprehensive loss by component for the six months ended June 30, 2024 and 2023.


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2024	$	(729)	$	(92)	$	7	$	(814)
Other comprehensive (loss) income	(22)		—		9		(13)
Amounts reclassified from accumulated other comprehensive loss	—		1		(3)		(2)

Balance, June 30, 2024	$	(751)	$	(91)	$	13	$	(829)


	Cumulative Translation Adjustment		Pension Liability Adjustment		Unrealized Gains (Losses) on Hedges		Total
Balance, January 1, 2023	$	(710)	$	(78)	$	20	$	(768)
Other comprehensive (loss) income	(48)		—		3		(45)
Amounts reclassified from accumulated other comprehensive loss	—		—		4		4

Balance, June 30, 2023	$	(758)	$	(78)	$	27	$	(809)

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Weighted Average Assumptions

The following weighted average assumptions were utilized to value the TSR grants:


	2024
Dividend yield	—	%
Expected historical volatility	47.9	%
Risk free interest rate	4.46	%
Expected life (in years)	3

Pension and Other Postretirement Healthcare Benefits (Tables)

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Schedule of Components of Net Periodic Cost Associated with Our U.S. and Foreign Pension Plans

The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Pensions				Pensions
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net periodic cost:
Service cost	$	1	$	1	$	2	$	2
Interest cost	4		4		9		8
Expected return on plan assets	(5)		(5)		(10)		(10)

Total net periodic cost	$	—	$	—	$	1	$	—

The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:


	Other Postretirement Benefit Plans				Other Postretirement Benefit Plans
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net periodic cost:

Interest cost	1		—		1		1


Total net periodic cost	$	1	$	—	$	1	$	1

Related Parties (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Related Party Transactions


	June 30, 2024	December 31, 2023
Principal balance	50	80
Accrued interest income balance	8	12
Total outstanding balance	58	92

The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Interest income	1	2	2	3

The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Settled as in-kind repayment of Tronox Loans	14	—	30	—
Settled in cash	8	36	16	79
Total chloride slag purchases	22	36	46	79


	June 30, 2024	December 31, 2023
Amount due to AMIC for slag purchases	13	—

In the unaudited Condensed Consolidated Statement of Operations and shown in the table below, the management fees per the Original Technical Services Agreement were recorded within "Other income, net" and other technical support fees, including fees per the Restated Technical Services Agreement, are recorded within "Selling, general and administrative expenses". From and after October 1, 2023, we no longer receive a management fee and the scope of services we provide is more limited, for which we receive cost reimbursement plus a nominal margin.


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Management fees	—	2	—	4
Other technical support fees	—	1	—	1
Total fees received	—	3	—	5

Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet:


	June 30, 2024	December 31, 2023
Management fees and other technical support fees	—	1

The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the unaudited Condensed Consolidated Balance Sheet.


	June 30, 2024	December 31, 2023
Note payable, due within 1 year	7	7
Note payable, due longer than 1 year from now	15	18
Total outstanding note payable	22	25

Amounts regarding loan repayments for the MGT loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within “Net sales,” are shown below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Interest expense	1	1	1	1
Loan Repayment via MGT delivered to ATTM	1	2	3	3


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Purchases of chlorine gas	2	1	3	2


	June 30, 2024	December 31, 2023
Amount due related to purchases of chlorine gas	1	1

As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statement of Operations, as shown below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
MGT sales made to ATTM as product is delivered	13	12	26	23

Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet, as shown below:


	June 30, 2024	December 31, 2023
Due from ATTM for MGT deliveries	17	9

The Company (Details)	Jun. 30, 2024 facility
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of titanium dioxide pigment facilities in which entity operates	9

Revenue - Narrative (Details)	6 Months Ended
Revenue - Narrative (Details)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023	Dec. 31, 2023 USD ($)
Concentration Risk [Line Items]
Contract asset \| $	$ 0		$ 0
Contract liability (less than) \| $	$ 1,000,000		$ 1,000,000
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Ten Largest Third-party Customers \| Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration percentage	36.00%	37.00%

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total net sales	$ 820	$ 794	$ 1,594	$ 1,502
TiO2
Disaggregation of Revenue [Line Items]
Total net sales	653	611	1,259	1,171
Zircon
Disaggregation of Revenue [Line Items]
Total net sales	85	95	173	167
Other products
Disaggregation of Revenue [Line Items]
Total net sales	82	88	162	164
North America
Disaggregation of Revenue [Line Items]
Total net sales	222	204	414	393
South and Central America
Disaggregation of Revenue [Line Items]
Total net sales	51	41	97	82
Europe, Middle-East and Africa
Disaggregation of Revenue [Line Items]
Total net sales	308	319	617	602
Asia Pacific
Disaggregation of Revenue [Line Items]
Total net sales	$ 239	$ 230	$ 466	$ 425

Income Taxes - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax provision	$ (45)	$ (322)	$ (56)	$ (331)
Income before income taxes	$ 55	$ 53	$ 57	$ 87
Effective tax rate	82.00%	608.00%	98.00%	380.00%

Income Taxes - Narrative (Details) - USD ($)		3 Months Ended	6 Months Ended		12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Apr. 01, 2023	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Examination [Line Items]
Unrecognized tax benefits		$ 0	$ 0
U.K. \| Her Majesty's Revenue and Customs (HMRC)
Income Tax Examination [Line Items]
Statutory tax rate	25.00%		25.00%	25.00%
U.K. \| Her Majesty's Revenue and Customs (HMRC) \| Weighted Average
Income Tax Examination [Line Items]
Statutory tax rate					23.50%
BRAZIL
Income Tax Examination [Line Items]
Valuation allowance, deferred tax asset		$ 16,000,000

Income Per Share - Schedule of Computation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator - Basic and Diluted:
Net income (loss)	$ 10	$ (269)	$ 1	$ (244)
Less: Net (loss) income attributable to noncontrolling interest	(6)	0	(6)	2
Net income (loss) available to ordinary shares	$ 16	$ (269)	$ 7	$ (246)
Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands) (in shares)	158,117	156,780	157,730	155,986
Weighted-average ordinary shares, diluted (in thousands) (in shares)	159,288	156,780	158,902	155,986
Basic net income (loss) per ordinary share (in dollars per share)	$ 0.10	$ (1.72)	$ 0.04	$ (1.58)
Diluted net income (loss) per ordinary share (in dollars per share)	$ 0.10	$ (1.72)	$ 0.04	$ (1.58)

Income Per Share - Schedule of Anti-dilutive Shares Not Recognized in the Diluted Net Income (Loss) Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	3,473	265,376	3,473	265,376
Restricted share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	1,391,399	3,047,432	1,266,453	2,873,310

Accounts Receivable Securitization Program - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Apr. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items]
Accounts receivable securitization, maximum draw limit		$ 230		$ 200
Percentage of additional purchase receivable	100.00%
Accounts receivable from securitization	$ 230		$ 186
Unsold receivables retained	$ 171		129
Accounts Payable
Customer Securities for which Entity has Right to Sell or Repledge (Including Securities Sold or Repledged) [Line Items]
Accounts receivable from securitization			$ 5

Accounts Receivable Securitization Program - Schedule of Receivables Sold and Fees Incurred Under the Program (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Transfers and Servicing [Abstract]
Cash proceeds from collections reinvested in the program	$ 276	$ 201	$ 498	$ 345
Incremental accounts receivables sold	306	284	542	422
Fees incurred	$ 4	$ 3	$ 7	$ 5

Inventories, Net (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Inventory, Net [Abstract]
Raw materials	$ 355	$ 352
Work-in-process	151	141
Finished goods, net	676	688
Materials and supplies, net	242	240
Inventories, net	1,424	1,421
Inventory	59	57
Inventory obsolescence reserves	44	42
Reserves for lower of cost or market and net realizable value	$ 26	$ 50

Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	$ 3,644		$ 3,644		$ 3,550
Less: accumulated depreciation	(1,803)		(1,803)		(1,715)
Property, plant and equipment, net	1,841		1,841		1,835
Depreciation expense related to property plant and equipment [Abstract]
Depreciation expense	57	$ 53	114	$ 108
Cost of goods sold
Depreciation expense related to property plant and equipment [Abstract]
Depreciation expense	56	52	112	106
Selling, general and administrative expenses
Depreciation expense related to property plant and equipment [Abstract]
Depreciation expense	1	$ 1	2	$ 2
Land and land improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	241		241		237
Buildings
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	409		409		404
Machinery and equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	2,564		2,564		2,530
Construction-in-progress
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	372		372		319
Other
Property, Plant and Equipment, Net, by Type [Abstract]
Subtotal	$ 58		$ 58		$ 60

Mineral Leaseholds, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Mineral Leaseholds, Net (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Summary of minerals leaseholds, net of accumulated depletion [Abstract]
Mineral leaseholds	$ 1,260		$ 1,260		$ 1,260
Less: accumulated depletion	(621)		(621)		(606)
Mineral leaseholds, net	639		639		$ 654
Depletion expense related to mineral leaseholds	$ 8	$ 7	$ 15	$ 15

Intangible Assets, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Intangible Assets, Net (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	$ 603		$ 603		$ 585
Accumulated Amortization	(357)		(357)		(342)
Net Carrying Amount	246		246		243
Amortization expense related to intangible assets [Abstract]
Amortization expense	7	$ 8	15	$ 16
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2024	17		17
2025	36		36
2026	22		22
2027	32		32
2028	32		32
Thereafter	107		107
Cost of goods sold
Amortization expense related to intangible assets [Abstract]
Amortization expense	1	1	2	2
Selling, general and administrative expenses
Amortization expense related to intangible assets [Abstract]
Amortization expense	6	$ 7	13	$ 14
Customer relationships
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	292		292		291
Accumulated Amortization	(260)		(260)		(250)
Net Carrying Amount	32		32		41
TiO2 technology
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	93		93		93
Accumulated Amortization	(47)		(47)		(44)
Net Carrying Amount	46		46		49
Internal-use software and other
Intangible assets, net of accumulated amortization [Abstract]
Gross Cost	218		218		201
Accumulated Amortization	(50)		(50)		(48)
Net Carrying Amount	168		168		153
Capitalized software costs	$ 141		$ 141		$ 125

Balance Sheet and Cash Flow Supplemental Information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Employee-related costs and benefits	$ 114	$ 111
Interest	16	16
Sales rebates	38	36
Taxes other than income taxes	9	6
Asset retirement obligations	12	14
Accrued liabilities	243	230
Related Party
Related Party Transaction [Line Items]
Other accrued liabilities	14	1
Nonrelated Party
Related Party Transaction [Line Items]
Other accrued liabilities	$ 40	$ 46

Balance Sheet and Cash Flow Supplemental Information - Schedule of Additional Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Supplemental non cash information:
Operating activities - Chloride slag inventory purchases made from AMIC (including VAT)		$ 34	$ 0
Operating activities - MGT sales made to AMIC		3	3
Royalty Interest Sale, Tax Withholding Obligation	$ 7	7	0
Investing activities - Proceeds from sale of royalty interest	$ 28	7	0
Investing activities - In-kind receipt of AMIC loan repayment		34	0
Financing activities - Repayment of MGT loan		3	$ 3
Capital expenditures acquired but not yet paid		$ 59		$ 67

Debt - Schedule of Long-term Debt, Net of an Unamortized Discount and Debt Issuance Costs (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	May 01, 2024	Dec. 31, 2023
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Finance leases	$ 42,000,000			$ 43,000,000
Long-term debt	2,834,000,000			2,843,000,000
Less: Long-term debt due within one year	(26,000,000)			(27,000,000)
Debt issuance costs	(27,000,000)			(30,000,000)
Long-term debt, net	2,781,000,000			2,786,000,000
Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	1,300,000,000
Long-term debt, gross	$ 899,000,000			898,000,000
Average effective interest rate	5.70%	5.10%
Basis spread on variable rate	2.50%
2022 Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 400,000,000
Long-term debt, gross	$ 0			390,000,000
Average effective interest rate	9.20%	8.50%
2023 Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 350,000,000
Long-term debt, gross	$ 0			347,000,000
Average effective interest rate	9.30%
2024 Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 741,000,000		$ 741,000,000
Long-term debt, gross	$ 735,000,000			$ 0
Average effective interest rate	8.20%
Basis spread on variable rate	2.75%
Senior Notes due 2029
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	$ 1,075,000,000
Annual Interest Rate	4.625%			4.625%
Long-term debt, gross	$ 1,075,000,000			$ 1,075,000,000
Standard Bank Term Loan Facility
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	98,000,000
Long-term debt, gross	$ 60,000,000			64,000,000
Average effective interest rate	10.70%	10.00%
Australian Government Loan
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Long-term debt, gross	$ 1,000,000			1,000,000
MGT Loan
Long-term debt, net of an unamortized discount and debt issuance costs [Abstract]
Original Principal	36,000,000
Long-term debt, gross	$ 22,000,000			$ 25,000,000
Average effective interest rate	6.10%	6.00%

Debt - Narrative (Details)		1 Months Ended	6 Months Ended
Debt - Narrative (Details)	May 01, 2024 USD ($)	Aug. 31, 2023 USD ($)	Jun. 30, 2024 USD ($)
Insurance Premium Financing Agreement
Line of Credit Facility [Line Items]
Original principal		$ 27,000,000
Insurance premium down payment, percentage		33.00%
Monthly installments period		9 months
Annual interest rate		8.00%
2024 Term Loan Facility
Line of Credit Facility [Line Items]
Debt instrument, term	5 years
Original principal	$ 741,000,000		$ 741,000,000
Debt instrument, amortization rate	0.010
Basis spread on variable rate			2.75%
2024 Term Loan Facility \| Base Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.75%
2024 Term Loan Facility \| SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.75%

Derivative Financial Instruments - Schedule of Fair Value of Derivatives Outstanding (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	$ 29	$ 19
Total derivatives, accrued liabilities at fair value	0	2
Prepaid and other current assets
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	29	19
Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	27	18
Total derivatives, accrued liabilities at fair value	0	1
Interest Rate Swaps \| Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	27	18
Total derivatives, accrued liabilities at fair value	0	0
Natural Gas Hedges \| Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	0	0
Total derivatives, accrued liabilities at fair value	0	1
Currency Contracts \| Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Total derivatives, assets at fair value	2	1
Total derivatives, accrued liabilities at fair value	$ 0	$ 1

Derivative Financial Instruments - Schedule of Derivatives' Impact on the Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	$ 0	$ (3)	$ (1)	$ (7)
Other income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	3	2	(3)	(5)
Currency Contracts \| Derivatives Not Designated as Hedging Instruments \| Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	0
Currency Contracts \| Derivatives Not Designated as Hedging Instruments \| Other income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	3	2	(3)	(5)
Currency Contracts \| Derivatives Designated as Hedging Instruments \| Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	(2)	0	(4)
Currency Contracts \| Derivatives Designated as Hedging Instruments \| Other income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	0	0	0
Natural Gas Hedges \| Derivatives Designated as Hedging Instruments \| Cost of Goods Sold
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	0	(1)	(1)	(3)
Natural Gas Hedges \| Derivatives Designated as Hedging Instruments \| Other income, net
Derivative Instruments, Gain (Loss) [Line Items]
Total Derivatives	$ 0	$ 0	$ 0	$ 0

Derivative Financial Instruments - Narrative (Details) € in Millions, ر.س in Millions, £ in Millions, R in Millions, $ in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 ZAR (R)	Jun. 30, 2024 AUD ($)	Jun. 30, 2024 GBP (£)	Jun. 30, 2024 EUR (€)	Jun. 30, 2024 SAR (ر.س)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 ZAR (R)	Dec. 31, 2023 AUD ($)	Dec. 31, 2023 GBP (£)	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 SAR (ر.س)	Dec. 31, 2022 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Accumulated other comprehensive gain (loss)	$ (829)		$ (829)							$ (814)
Interest expense	42	$ 38	84	$ 71
Interest Rate Swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	200		200
Interest expense	7	$ 7	15	$ 11
Interest Rate Swaps \| Interest Expense
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest expense	2		2
Interest Rate Swaps \| Accumulated other comprehensive gain (loss)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Accumulated other comprehensive gain (loss)	27		27							18						$ (4)
Interest Rate Swaps \| Cash Flow Hedging \| Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	950		950
Interest Rate Swap Maturing in March 2028 \| Cash Flow Hedging \| Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	700		700
Interest Rate Swap Maturing in September 2024 \| Cash Flow Hedging \| Derivatives Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	250		250
Foreign Exchange Contract, South African Rand \| Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	57		57		R 1,000					46	R 837
Foreign Exchange Contract, Australian Dollars \| Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	115		115			$ 173				102		$ 153
Foreign Exchange Contract, Pound Sterling \| Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	61		61				£ 48			57			£ 45
Foreign Exchange Contract, Euro \| Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	29		29					€ 27		48				€ 45
Foreign Exchange Contract, Saudi Riyal \| Derivatives Not Designated as Cash Flow Hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 38		$ 38						ر.س 142	$ 18					ر.س 67

Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 2 \| Interest rate swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	$ 27	$ 18
Derivative liability	0	0
Fair Value, Inputs, Level 2 \| Natural gas hedges
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	0	0
Derivative liability	0	1
Fair Value, Inputs, Level 2 \| Foreign currency contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	2	1
Derivative liability	0	1
Term Loan Facility \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	906	903
2022 Term Loan Facility \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	0	394
2023 Term Loan Facility \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	0	351
2024 Term Loan Facility \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	743	0
Standard Bank Term Loan Facility \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	60	64
Senior Notes due 2029 \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	969	956
Australian Government Loan \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	1	1
MGT Loan \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 22	$ 25

Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance	$ 188	$ 158	$ 186	$ 161
Additions	2	2	7	3
Accretion expense	5	3	10	7
Remeasurement/translation	2	0	(5)	(2)
Other, including change in estimates	0	0	0	(3)
Settlements/payments	(3)	(2)	(4)	(5)
Ending balance	194	161	194	161
Asset retirement obligations [Abstract]
Current portion included in “Accrued liabilities”	12		12		$ 14
Noncurrent portion included in “Asset retirement obligations”	182		182		172
Asset retirement obligations	$ 194	$ 161	$ 194	$ 161	$ 186

Commitments and Contingencies (Details) $ in Millions	6 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2024 USD ($)
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]
Purchase commitments remainder of 2024	$ 217
Purchase commitments for 2025	225
Purchase commitments for 2026	212
Purchase commitments for 2027	186
Purchase commitments for 2028	311
Purchase commitments due thereafter	2,380
Commitments and Contingencies [Abstract]
Loss contingency	120
Loss contingency provision	42
Wells Fargo Revolver \| Letters of Credit
Commitments and Contingencies [Abstract]
Loss contingency	62
Hawkins Point \| Bank Guarantees
Commitments and Contingencies [Abstract]
Loss contingency	48
Absa Revolver \| Bank Guarantees
Commitments and Contingencies [Abstract]
Loss contingency	$ 58

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items - Schedule of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 1,925	$ 2,399	$ 1,980	$ 2,403
Ending balance	1,931	2,086	1,931	2,086
Accumulated Other Comprehensive Loss
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(845)	(785)	(814)	(768)
Other comprehensive (loss) income	17	(25)	(13)	(45)
Amounts reclassified from accumulated other comprehensive loss	(1)	1	(2)	4
Ending balance	(829)	(809)	(829)	(809)
Cumulative Translation Adjustment
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(769)	(725)	(729)	(710)
Other comprehensive (loss) income	18	(33)	(22)	(48)
Amounts reclassified from accumulated other comprehensive loss	0	0	0	0
Ending balance	(751)	(758)	(751)	(758)
Pension Liability Adjustment
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(92)	(77)	(92)	(78)
Other comprehensive (loss) income	0	(1)	0	0
Amounts reclassified from accumulated other comprehensive loss	1	0	1	0
Ending balance	(91)	(78)	(91)	(78)
Unrealized Gains (Losses) on Hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	16	17	7	20
Other comprehensive (loss) income	(1)	9	9	3
Amounts reclassified from accumulated other comprehensive loss	(2)	1	(3)	4
Ending balance	$ 13	$ 27	$ 13	$ 27

Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items - Narrative (Details)	Feb. 21, 2024 USD ($)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Shares authorized for repurchase	$ 300,000,000

Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense for all nonvested awards, adjusted for estimated forfeitures	$ 39		$ 39
Weighted average period of recognition for unrecognized compensation expense			2 years 1 month 6 days
Share-based compensation expense			$ 10	$ 11
Restricted share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 4	$ 5	$ 10	$ 11
Restricted Share Units (RSUs), Time-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Restricted Share Units (RSUs), Performance-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			808,188
Restricted Share Units (RSUs), Performance-Based Awards \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			404,094
Award performance period			3 years
Granted (in dollars per share)			$ 21.69
Restricted Share Units (RSUs), Performance-Based Awards \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			404,094
Management \| Restricted Share Units (RSUs), Time-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			808,182
Director \| Restricted Share Units (RSUs), Time-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			75,748

Share-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Restricted Share Units (RSUs), Performance-Based Awards - Share-based Payment Arrangement, Tranche One	6 Months Ended
	Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Expected historical volatility	47.90%
Risk free interest rate	4.46%
Expected life (in years)	3 years

Pension and Other Postretirement Healthcare Benefits - Schedule of Components of Net Periodic Cost Associated with Our U.S. and Foreign Pension Plans (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pensions
Net periodic cost:
Service cost	$ 1	$ 1	$ 2	$ 2
Interest cost	4	4	9	8
Expected return on plan assets	(5)	(5)	(10)	(10)
Total net periodic cost	0	0	1	0
Other Postretirement Benefit Plans
Net periodic cost:
Interest cost	1	0	1	1
Total net periodic cost	$ 1	$ 0	$ 1	$ 1

Pension and Other Postretirement Healthcare Benefits - Narrative (Details) - Pensions - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Multiemployer Plans [Abstract]
Employer contributions			$ 3
Expected future employer contributions, remainder of fiscal year	$ 5		5
Cost of goods sold \| Foreign Plan
Multiemployer Plans [Abstract]
Multiemployer contribution amount	$ 2	$ 2	$ 3	$ 3

Related Parties - Narrative (Details) - USD ($) $ in Millions	6 Months Ended	32 Months Ended
	Jun. 30, 2024	Dec. 31, 2022	Dec. 31, 2023	May 10, 2023	Dec. 17, 2020	Dec. 29, 2019	May 09, 2018
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)	157,912,468		156,793,755
Accrued interest income balance	$ 126		$ 218
Related Party
Related Party Transaction [Line Items]
Ownership percentage by related party				35.00%
Related Party \| Slagger
Related Party Transaction [Line Items]
Ownership percentage by related party				65.00%
Advanced Metal Industries Cluster Company Limited \| Option Agreement, Option To Acquire Special Purchase Vehicle \| Related Party
Related Party Transaction [Line Items]
Ownership percentage by related party							90.00%
Advanced Metal Industries Cluster Company Limited \| Acquisition Of Assets Producing Metal Grade TiCl4 \| Related Party
Related Party Transaction [Line Items]
Accrued interest income balance						$ 36
Slagger \| Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM)
Related Party Transaction [Line Items]
Loan commitment							$ 322
AMIC \| Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses
Related Party Transaction [Line Items]
Amount loaned to related parties		$ 36
AMIC \| Option Agreement, Amounts to be Reimbursed for Capital Expenditures and Operational Expenses \| Related Party
Related Party Transaction [Line Items]
Amounts receivable from related party							$ 125
Cristal \| Related Party \| MGT Loan
Related Party Transaction [Line Items]
Total outstanding note payable	$ 22		$ 25		$ 36
Cristal \| Related Party \| MGT Loan \| Minimum
Related Party Transaction [Line Items]
Debt instrument, term	3 years
Cristal \| Related Party \| MGT Loan \| Maximum
Related Party Transaction [Line Items]
Debt instrument, term	4 years
Cristal's Titanium Dioxide Business
Related Party Transaction [Line Items]
Ownership percentage	24.00%
Acquisition Of Assets Producing Metal Grade TiCl4 \| Related Party \| Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM)
Related Party Transaction [Line Items]
Ownership percentage						65.00%
Cristal's Titanium Dioxide Business
Related Party Transaction [Line Items]
Common stock, shares outstanding (in shares)	37,580,000

Related Parties - Schedule of Other Assets and Other Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accrued interest income balance	$ 126	$ 218
Advanced Metal Industries Cluster Company Limited \| Option Agreement, Amount Loaned For Capital Expenditures and Operational Expenses, Interest Earned \| Related Party
Related Party Transaction [Line Items]
Principal balance	50	80
Accrued interest income balance	8	12
Total outstanding balance	$ 58	$ 92

Related Parties - Schedule of Interest Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Interest income	$ 2	$ 3	$ 6	$ 6
Related Party
Related Party Transaction [Line Items]
Interest income	$ 1	$ 2	$ 2	$ 3

Related Parties - Schedule of Feedstock Purchased Cost of Goods Sold (Details) - Slagger - Advanced Metal Industries Cluster Company Limited - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Purchases of feedstock material	$ 22	$ 36	$ 46	$ 79
Purchases Of Feedstock Material, Settled As In-Kind Repayment Of Tronox Loans
Related Party Transaction [Line Items]
Purchases of feedstock material	14	0	30	0
Purchases Of Feedstock Material, Settled In Cash
Related Party Transaction [Line Items]
Purchases of feedstock material	$ 8	$ 36	$ 16	$ 79

Related Parties - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Amount due to AMIC for slag purchases	$ 243	$ 230
Slagger \| Purchases of Feedstock Material \| Related Party \| Advanced Metal Industries Cluster Company Limited
Related Party Transaction [Line Items]
Amount due to AMIC for slag purchases	$ 13	$ 0

Related Parties - Schedule of Selling, General and Administrative Costs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Total fees received	$ 19	$ 4	$ 18	$ 6
AMIC \| Related Party
Related Party Transaction [Line Items]
Total fees received	0	3	0	5
AMIC \| Management fees \| Related Party
Related Party Transaction [Line Items]
Total fees received	0	2	0	4
AMIC \| Other technical support fees \| Related Party
Related Party Transaction [Line Items]
Total fees received	$ 0	$ 1	$ 0	$ 1

Related Parties - Schedule of Prepaid, and Other Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Management fees and other technical support fees	$ 210	$ 141
AMIC \| Amended Technical Services Agreement, Monthly Management Fee and Other Technical Support Fees \| Related Party
Related Party Transaction [Line Items]
Management fees and other technical support fees	$ 0	$ 1

Related Parties - Schedule of Long-Term Debt (Details) - Cristal - MGT Loan - Related Party - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023	Dec. 17, 2020
Related Party Transaction [Line Items]
Note payable, due within 1 year	$ 7	$ 7
Note payable, due longer than 1 year from now	15	18
Total outstanding note payable	$ 22	$ 25	$ 36

Related Parties - Schedule of MGT Loan Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Interest expense	$ 42	$ 38	$ 84	$ 71
Cristal \| MGT Loan \| Related Party
Related Party Transaction [Line Items]
Interest expense	1	1	1	1
Loan Repayment via MGT delivered to ATTM	$ 1	$ 2	$ 3	$ 3

Related Parties - Purchases of Chlorine Gas (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Purchase of Chlorine Gas \| Related Party
Related Party Transaction [Line Items]
Purchases of chlorine gas	$ 2	$ 1	$ 3	$ 2

Related Parties - Schedule of Cost of Goods Sold, Accrued Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Amount due related to purchases of chlorine gas	$ 243	$ 230
Purchase of Chlorine Gas \| Related Party
Related Party Transaction [Line Items]
Amount due related to purchases of chlorine gas	$ 1	$ 1

Related Parties - Schedule of MGT to ATTM, Net Sales (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
MGT sales made to ATTM as product is delivered	$ 820	$ 794	$ 1,594	$ 1,502
MGT
Related Party Transaction [Line Items]
MGT sales made to ATTM as product is delivered	$ 13	$ 12	$ 26	$ 23

Related Parties - Sales Outstanding Prepaid and Other Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Due from ATTM for MGT deliveries	$ 210	$ 141
Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) \| Receivable From MGT Product Sales \| Related Party
Related Party Transaction [Line Items]
Due from ATTM for MGT deliveries	$ 17	$ 9