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 September 30, 20172023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to ___________

1-35573
(Commission file number)

TRONOX LIMITEDHOLDINGS PLC
(ACN 153 348 111)
(Exact Name of Registrant as Specified in its Charter) extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Western Australia, Australia98-1026700
England and Wales98-1467236
(State or Other Jurisdictionother jurisdiction of Incorporationincorporation or Organization)organization)(I.R.S. Employer Identification Number)No.)
263 Tresser Boulevard, Suite 1100
Stamford, Connecticut06901
Lot 22, Mason
Laporte Road,
Stamford, Connecticut 06901Kwinana Beach, WA, 6167
Australia 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 className of each exchange on which registered
Ordinary Shares, par value $0.01 per shareNew 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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post 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. (Check one):

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐  (Do not check if a smaller reporting company)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 ☒


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of October 27, 2017,20, 2023, the Registrant had 91,052,581 Class A ordinary156,793,755 ordinary shares and 28,729,280 Class B ordinary shares outstanding.


Table of Contents

Table of Contents
Page
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Item 1.
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Item 2.
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Item 3.
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44
Item 4.
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Item 1.
39
47
Item 1A.
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Item 2.
40
48
Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 6. Exhibits50
41
SIGNATURES
42

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Item 1.    Financial Statements (Unaudited)
Item 1.Financial Statements (Unaudited)

Page
No.
Page
No.
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 20172023 and 20162022
4
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income (Loss) for the Three and Nine Months Ended September 30, 20172023 and 20162022
5
Unaudited Condensed Consolidated Balance Sheets at September 30, 20172023 and December 31, 20162022
6
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 20172023 and 20162022
7
Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the Three and Nine Months Ended September 30, 20172023 and 2022
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
10

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TRONOX LIMITEDHOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Millions of U.S. dollars, except share and per share data)

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Net sales $435  $339  $1,234  $957 
Cost of goods sold  329   291   971   877 
                 
Gross profit  106   48   263   80 
Selling, general and administrative expenses  (55)  (47)  (186)  (135)
Restructuring income (expense)  —   (1)  1   (2)
                 
Income (loss) from operations  51   —   78   (57)
Interest and debt expense, net  (47)  (46)  (140)  (138)
Gain (loss) on extinguishment of debt  (28)  —   (28)  4 
Other income (expense), net  12   (10)  5   (22)
                 
Income (loss) from continuing operations before income taxes  (12)  (56)  (85)  (213)
Income tax provision  (13)  (6)  (10)  (25)
                 
Net income (loss) from continuing operations  (25)  (62)  (95)  (238)
Income (loss) from discontinued operations, net of tax (See Note 2)  (216)  23   (179)  55 
Net income (loss)  (241)  (39)  (274)  (183)
Net income (loss) attributable to noncontrolling interest  6   (2)  11   (1)
               �� 
Net income (loss) attributable to Tronox Limited $(247) $(37) $(285) $(182)
                 
Net income (loss) per share, basic and diluted:                
Continuing operations $(0.26) $(0.53) $(0.89) $(2.04)
Discontinued operations  (1.81)  0.20   (1.51)  0.47 
Net income (loss) per share, basic and diluted $(2.07) $(0.33) $(2.40) $(1.57)
                 
Weighted average shares outstanding, basic and diluted (in thousands)  119,405   116,219   118,908   116,108 

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net sales$662 $895 $2,164 $2,805 
Cost of goods sold568 663 1,780 2,078 
Gross profit94 232 384 727 
Selling, general and administrative expenses62 69 206 220 
Venator settlement— — — 85 
Income from operations32 163 178 422 
Interest expense(42)(32)(113)(92)
Interest income4 2 10 6 
Loss on extinguishment of debt— — — (21)
Other income, net— 8 6 12 
(Loss) income before income taxes(6)141 81 327 
Income tax (provision) benefit(8)(18)(339)187 
Net (loss) income(14)123 (258)514 
Net income attributable to noncontrolling interest— 2 2 2 
Net (loss) income attributable to Tronox Holdings plc$(14)$121 $(260)$512 
(Loss) Earnings per share:
Basic$(0.09)$0.78 $(1.66)$3.30 
Diluted$(0.09)$0.77 $(1.66)$3.23 
Weighted average shares outstanding, basic (in thousands)156,816 154,548 156,260 155,027 
Weighted average shares outstanding, diluted (in thousands)156,816 156,948 156,260 158,201 
See accompanying notes to unaudited condensed consolidated financial statements.
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TRONOX LIMITEDHOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (LOSS)
(Unaudited)
(Millions of U.S. dollars)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net (loss) income$(14)$123 $(258)$514 
Other comprehensive income (loss):
Foreign currency translation adjustments(27)(122)(70)(175)
Pension and postretirement plans:
Amortization of unrecognized actuarial loss, (net of tax benefit of nil and less than $1 million in the three months ended September 30, 2023 and 2022, and net of tax benefit of nil and $1 million in the nine months ended September 30, 2023 and 2022, respectively)— 1 — 2 
Total pension and postretirement gain— 1 — 2 
Realized losses (gains) on derivatives reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Operations (net of tax benefit of less than $1 million and net tax expense of less than $1 million in the three months ended September 30, 2023 and 2022, respectively and net of tax benefit of $3 million and net of tax expense of $1 million in the nine months ended September 30, 2023 and 2022)(1)(1)3 (23)
Unrealized gains on derivative financial instruments, (net of tax benefit of less than $1 million for the three months ended September 30, 2023 and a net of tax benefit of $1 million for the three months ended September 30, 2022, and a net tax benefit of $1 million for the nine months ended September 30, 2023 and a net tax expense of $3 million for the nine month ended September 30, 2022) - See Note 128 7 11 50 
Other comprehensive loss(20)(115)(56)(146)
Total comprehensive (loss) income(34)8 (314)368 
Comprehensive (loss) income attributable to noncontrolling interest:
Net income— 2 2 2 
Foreign currency translation adjustments(2)(2)3 1 
Comprehensive (loss) income attributable to noncontrolling interest(2)— 5 3 
Comprehensive (loss) income attributable to Tronox Holdings plc$(32)$8 $(319)$365 

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Net income (loss) $(241) $(39) $(274) $(183)
Other comprehensive income:                
Foreign currency translation adjustments  (36)  69   22   122 
Pension and postretirement plans:                
Actuarial losses, (no tax impact; See Note 3)  —   (21)  —   (21)
Amortization of unrecognized actuarial losses, net of taxes of less than $1 million in each of the three and nine months ended September 30, 2017 and 2016  1   
(1
)  2   — 
Impact of transfer of Alkali pension obligation upon sale (no tax impact)  5   —   5   — 
Unrealized gains (losses) on derivative financial instruments (no tax impact; see Note 3)  —   (1)  (3)  1 
                 
Other comprehensive income (loss)  (30)  46   26   102 
                 
Total comprehensive income (loss)  (271)  7   (248)  (81)
                 
Comprehensive income (loss) attributable to noncontrolling interest:                
Net income (loss)  6   (2)  11   (1)
Foreign currency translation adjustments  (10)  18   3   31 
                 
Comprehensive income (loss) attributable to noncontrolling interest  (4)  16   14   30 
                 
Comprehensive income (loss) attributable to Tronox Limited $(267) $(9) $(262) $(111)


See accompanying notes to unaudited condensed consolidated financial statements.
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TRONOX LIMITEDHOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Millions of U.S. dollars, except share and per share data)

  
September 30,
2017
  
December 31,
2016
 
ASSETS      
Current Assets      
Cash and cash equivalents $1,058  $248 
Restricted cash  653   3 
Accounts receivable, net of allowance for doubtful accounts  309   278 
Inventories, net  459   499 
Prepaid and other assets  44   28 
Income taxes receivable  1   11 
Total assets of discontinued operations  —   1,671 
Total current assets  2,524   2,738 
Noncurrent Assets        
Property, plant and equipment, net  1,069   1,092 
Mineral leaseholds, net  859   877 
Intangible assets, net  203   223 
Inventories, net  14   14 
Other long-term assets  22   20 
Total assets $4,691  $4,964 
         
LIABILITIES AND EQUITY        
Current Liabilities        
Accounts payable $155  $136 
Accrued liabilities  131   150 
Short-term debt  —   150 
Long-term debt due within one year  11   16 
Income taxes payable  2   1 
Total liabilities of discontinued operations  —   111 
Total current liabilities  299   564 
         
Noncurrent Liabilities        
Long-term debt, net  3,129   2,888 
Pension and postretirement healthcare benefits  100   114 
Asset retirement obligations  78   73 
Long-term deferred tax liabilities  161   151 
Other long-term liabilities  18   21 
Total liabilities  3,785   3,811 
         
Commitments and Contingencies        
Shareholders’ Equity        
Tronox Limited Class A ordinary shares, par value $0.01 — 68,767,566 shares issued and 68,591,094 shares outstanding at September 30, 2017 and 65,998,306 shares issued and 65,165,672 shares outstanding at December 31, 2016  1   1 
Tronox Limited Class B ordinary shares, par value $0.01 — 51,154,280 shares issued and outstanding at September 30, 2017 and December 31, 2016  —   — 
Capital in excess of par value  1,542   1,524 
Accumulated deficit  (321)  (19)
Accumulated other comprehensive loss  (474)  (497)
Total Tronox Limited shareholders’ equity  748   1,009 
Noncontrolling interest  158   144 
         
Total equity  906   1,153 
Total liabilities and equity $4,691  $4,964 

September 30, 2023December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents$246 $164 
Accounts receivable (net of allowance for credit losses of $3 million and $4 million as of September 30, 2023 and December 31, 2022, respectively)286 377 
Inventories, net1,422 1,278 
Prepaid and other assets175 135 
Income taxes receivable3 6 
Total current assets2,132 1,960 
Noncurrent Assets
Property, plant and equipment, net1,770 1,830 
Mineral leaseholds, net655 701 
Intangible assets, net245 250 
Lease right of use assets, net131 136 
Deferred tax assets923 1,233 
Other long-term assets184 196 
Total assets$6,040 $6,306 
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable$370 $486 
Accrued liabilities199 252 
Short-term lease liabilities20 20 
Short-term debt17 50 
Long-term debt due within one year26 24 
Income taxes payable11 18 
Total current liabilities643 850 
Noncurrent Liabilities
Long-term debt, net2,788 2,464 
Pension and postretirement healthcare benefits90 89 
Asset retirement obligations155 153 
Environmental liabilities47 51 
Long-term lease liabilities104 110 
Deferred tax liabilities143 153 
Other long-term liabilities34 33 
Total liabilities4,004 3,903 
Commitments and Contingencies - Note 15
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 156,793,755 shares issued and outstanding at September 30, 2023 and 154,496,923 shares issued and outstanding at December 31, 20222 2 
Capital in excess of par value2,058 2,043 
Retained earnings760 1,080 
Accumulated other comprehensive loss(827)(768)
Total Tronox Holdings plc shareholders’ equity1,993 2,357 
Noncontrolling interest43 46 
Total equity2,036 2,403 
Total liabilities and equity$6,040 $6,306 
See accompanying notes to unaudited condensed consolidated financial statements.
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TRONOX LIMITEDHOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Millions of U.S. dollars)

  
Nine Months Ended
September 30,
 
  2017  2016 
Cash Flows from Operating Activities:      
Net loss $(274) $(183)
Income (loss) from discontinued operations, net of tax  (179)  55 
Net income (loss) from continuing operations $(95) $(238)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities, continuing operations:        
Depreciation, depletion and amortization  136   131 
Deferred income taxes  8   (5)
Share-based compensation expense  26   18 
Amortization of deferred debt issuance costs and discount on debt  9   8 
Pension and postretirement healthcare benefit expense  2   — 
(Gain) loss on extinguishment of debt  28   (4)
Other, net  22   35 
Contributions to employee pension and postretirement plans  (18)  (15)
Changes in assets and liabilities:        
(Increase) decrease in accounts receivable, net  (29)  (3)
(Increase) decrease in inventories, net  48   94 
(Increase) decrease in prepaid and other assets  (16)  (3)
Increase (decrease) in accounts payable and accrued liabilities  (27)  (33)
Increase (decrease) in taxes payable  —   28 
Cash provided by operating activities, continuing operations  94   13 
         
Cash Flows from Investing Activities:        
Capital expenditures  (63)  (59)
Debt proceeds restricted for Cristal acquisition  (650)  — 
Proceeds from the sale of business  1,325   — 
Proceeds from the sale of assets  —   1 
Cash provided by (used in) investing activities, continuing operations  612   (58)
         
Cash Flows from Financing Activities:        
Repayments of long-term debt  (2,342)  (27)
Repayments of short-term debt  (150)  — 
Proceeds from long-term debt  2,589   — 
Debt issuance costs  (36)  — 
Call premium paid  (14)  — 
Proceeds from options and warrants  1   — 
Dividends paid  (17)  (40)
Restricted stock and performance-based shares settled in cash for taxes  (11)  (1)
Cash provided by (used in) financing activities, continuing operations  20   (68)
         
Discontinued Operations:        
Cash provided by operating activities  107   112 
Cash used in investing activities  (25)  (29)
Cash used in financing activities  —   — 
Net cash flows provided by discontinued operations  82   83 
         
Effects of exchange rate changes on cash and cash equivalents  2   3 
         
Net increase (decrease) in cash and cash equivalents  810   (27)
Cash and cash equivalents at beginning of period  248   229 
         
Cash and cash equivalents at end of period, continuing operations $1,058  $202 

Nine Months Ended September 30,
20232022
Cash Flows from Operating Activities:
Net (loss) income$(258)$514 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization206 201 
Deferred income taxes314 (241)
Share-based compensation expense15 21 
Amortization of deferred debt issuance costs and discount on debt6 6 
Loss on extinguishment of debt— 21 
Other non-cash items affecting net (loss) income34 51 
Changes in assets and liabilities:
Decrease in accounts receivable, net of allowance for credit losses84 7 
Increase in inventories, net(141)(151)
Decrease in prepaid and other assets5 16 
Decrease in accounts payable and accrued liabilities(154)(55)
Net changes in income tax payables and receivables(5)17 
Changes in other non-current assets and liabilities(32)(49)
Cash provided by operating activities74 358 
Cash Flows from Investing Activities:
Capital expenditures(202)(314)
Proceeds from sale of assets3 3 
Cash used in investing activities(199)(311)
Cash Flows from Financing Activities:
Repayments of short-term debt(136)(24)
Repayments of long-term debt(13)(511)
Proceeds from long-term debt347 396 
Proceeds from short-term debt81 87 
Repurchase of common stock— (50)
Call premiums paid— (18)
Debt issuance costs(3)(4)
Dividends paid(69)(60)
Cash provided by (used in) financing activities207 (184)
Effects of exchange rate changes on cash and cash equivalents— (4)
Net increase (decrease) in cash and cash equivalents82 (141)
Cash and cash equivalents at beginning of period164 232 
Cash and cash equivalents at end of period$246 $91 
Supplemental cash flow information:
Interest paid, net$113 $99 
Income taxes paid$29 $37 
See accompanying notes to unaudited condensed consolidated financial statements.
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TRONOX LIMITEDHOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Millions of U.S. dollars)dollars, except for shares)

  
Tronox
Limited
Class A
Ordinary
Shares
  
Tronox
Limited
Class B
Ordinary
Shares
  
Capital in
Excess of
par Value
  
Accumulated
Deficit
  
Accumulated
Other
Comprehensive
Loss
  
Total
Tronox
Limited
Shareholders’
Equity
  
Non-
controlling
Interest
  
Total
Equity
 
Balance at January 1, 2017 $1  $—  $1,524  $(19) $(497) $1,009  $144  $1,153 
Net income (loss)  —   —   —   (285)  —   (285)  11   (274)
Other comprehensive income  —   —   —   —   23   23   3   26 
Share-based compensation  —   —   28   —   —   28   —   28 
Shares cancelled  —   —   (11)  —   —   (11)  —   (11)
Shares and warrants exercised  —   —   1   —       1       1 
Class A and Class B share dividends  —   —   —   (17)  —   (17)  —   (17)
                                 
Balance at September 30, 2017 $1   —   1,542   (321)  (474)  748   158   906 

For the nine months ended September 30, 2023
Tronox
Holdings
plc
Ordinary
Shares (in
thousands)		Tronox
Holdings
plc
Ordinary
Shares
(Amount)		Capital
in
Excess
of par
Value		Retained EarningsAccumulated
Other
Comprehensive
Loss		Total
Tronox
Holdings plc
Shareholders’
Equity		Non-
controlling
Interest		Total
Equity
Balance at December 31, 2022154,497 $2 $2,043 $1,080 $(768)$2,357 $46 $2,403 
Net income— — — 23 — 23 2 25 
Other comprehensive (loss) income— — — — (17)(17)2 (15)
Share-based compensation2,221 — 6 — — 6 — 6 
Shares cancelled(1)— — — — — — — 
Ordinary share dividends ($0.125 per share)— — — (20)— (20)— (20)
Balance at March 31, 2023156,717 $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 compensation92 — 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, 2023156,787 $2 $2,054 $794 $(809)$2,041 $45 $2,086 
Net loss— — — (14)— (14)— (14)
Other comprehensive loss— — — — (18)(18)(2)(20)
Share-based compensation7 — 4 — — 4 — 4 
Ordinary share dividends ($0.125 per share)— — — (20)— (20)— (20)
Balance at September 30, 2023156,794 $2 $2,058 $760 $(827)$1,993 $43 $2,036 
See accompanying notes to unaudited condensed consolidated financial statements.
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TRONOX LIMITEDHOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)
(Unaudited)
(Millions of U.S. dollars, except for shares)
For the nine months ended September 30, 2022
Tronox
Holdings
plc
Ordinary
Shares (in
thousands)		Tronox
Holdings
plc
Ordinary
Shares
(Amount)		Capital
in
Excess
of par
Value		Retained EarningsAccumulated
Other
Comprehensive
Loss		Total
Tronox
Holdings plc Shareholders’
Equity		Non-
controlling
Interest		Total
Equity
Balance at December 31, 2021153,935 $2 $2,067 $663 $(738)$1,994 $48 $2,042 
Net income— — — 16 — 16 — 16 
Other comprehensive income— — — — 101 101 8 109 
Share-based compensation3,254 — 7 — — 7 — 7 
Shares cancelled(9)— — — — — — — 
Options exercised3 — — — — — — — 
Shares repurchased and cancelled(1,386)(25)— — (25)— (25)
Ordinary share dividends ($0.125 per share)— — — (20)— (20)— (20)
Balance at March 31, 2022155,797 $2 $2,049 $659 $(637)$2,073 $56 $2,129 
Net income— — — 375 — 375 — 375 
Other comprehensive loss— — — — (135)(135)(5)(140)
Share-based compensation91 — 7 — — 7 — 7 
Shares cancelled(8)— — — — — — — 
Shares repurchased and cancelled(1,458)— (25)— — (25)— (25)
Options exercised11 — — — — — — — 
Ordinary share dividends ($0.125 per share)— — — (20)— (20)— (20)
Balance at June 30, 2022154,433 $2 $2,031 $1,014 $(772)$2,275 $51 $2,326 
Net income— — — 121 — 121 2 123 
Other comprehensive loss— — — — (113)(113)(2)(115)
Share-based compensation28 — 7 — — 7 — 7 
Ordinary share dividends ($0.125 per share)— — — (19)— (19)— (19)
Balance at September 30, 2022154,461 $2 $2,038 $1,116 $(885)$2,271 $51 $2,322 
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

1.    The Company
Tronox LimitedHoldings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and its subsidiaries (collectively referredbeneficiation 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 “Tronox Limited,” “we,” “us,” or “our”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 the State of Western Australia. We are a global leader with operations in North America, Europe, South AfricaEngland and the Asia-Pacific region in the production and marketing of titanium bearing mineral sands and titanium dioxide (“TiO2”) pigment. We classify our operations into one reporting segment: TiO2: consisting of products that are critical components of everyday applications such as paint and other coatings, plastics, paper and other uses and our related mineral sands product streams include titanium feedstock, zircon and pig iron.Wales.

On February 21, 2017, Tronox Limited, The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”), and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which we agreed to acquire Cristal’s titanium dioxide business for $1.673 billion in cash, subject to a working capital adjustment at closing (the “Cash Consideration”), plus 37,580,000 Class A ordinary shares (“Class A Shares”), par value $0.01 per share, of Tronox Limited (the “Cristal Transaction”). Following the closing of the Cristal Transaction, the Seller will own approximately 24% of the outstanding ordinary shares (including both Class A and Class B) of Tronox Limited. The Cristal Transaction is conditioned on us obtaining financing sufficient to fund the Cash Consideration, and the Transaction Agreement provides that we must pay to Cristal a termination fee of $100 million if all conditions to closing, other than the financing condition, have been satisfied and the Transaction Agreement is terminated because closing of the Cristal Transaction has not occurred by May 21, 2018. As a result of the refinancing (See Note 11 - Debt), we expect to finance the Cristal Transaction with our cash on hand inclusive of restricted cash and liquidity from our asset-based syndicated revolving credit facility. The Cristal Transaction is also conditioned upon the receipt of various regulatory approvals, including antitrust clearance in numerous jurisdictions. On April 13, 2017, the United States Federal Trade Commission (“FTC”) issued a request for additional information (“Second Request”) to us and Cristal in connection with its filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Tronox has substantially complied with the Second Request. The Cristal Transaction, which has been unanimously approved by our board of directors (the “Board”), is expected to close by the first quarter of 2018, subject to regulatory approvals and satisfaction of customary closing conditions. On October 2, 2017, at a special meeting of shareholders of the Company held pursuant to the Transaction Agreement, the Company’s shareholders approved a resolution to issue 37,580,000 Class A Shares to the Seller in connection with the acquisition of Cristal’s TiO2 business, and the resulting acquisition of interests in such Class A Shares by the Seller and certain other persons and entities, at the closing of such acquisition.

On September 1, 2017, we completed the previously announced sale of our wholly owned subsidiary Tronox Alkali Corporation (“Alkali”) to Genesis Energy, L.P. for proceeds of $1.325 billion in cash, subject to a customary post-closing working capital adjustment (the “Sale”). We have agreed unconditionally to guarantee the indemnification and performance of the obligations of Tronox U.S. Holdings Inc. (“Tronox Holdings”), a subsidiary of Tronox Limited, under the stock purchase agreement (“Purchase Agreement”). Both Tronox Holdings and Genesis Energy, L.P. have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations.

During the three months ended September 30, 2017, we recognized a pre-tax loss of $233 million on the Alkali disposal.  For all periods presented, sales, costs and expenses and income taxes attributable to Alkali together with the loss on disposal have been aggregated in a single caption entitled “Income (loss) from discontinued operations, net of tax” in our Condensed Consolidated Statement of Operations. Included in the calculation of the loss noted above, were approximately $21 million of transaction fees related to the sale of Alkali. For cash flow presentation purposes, these transaction costs are included in “Cash provided by operating activities, continuing operations” on the Condensed Consolidated Statements of Cash Flows. See Note 2 – Discontinued Operations for additional information.

In 2012, our Class B ordinary shares (“Class B Shares”) were issued to Exxaro Resources Limited (“Exxaro”) and one of its subsidiaries in consideration for 74% of Exxaro’s South African mineral sands business. Exxaro has agreed not to acquire any voting shares of Tronox Limited if, following such acquisition, Exxaro will have a voting interest in Tronox Limited of 50% or more unless Exxaro brings any proposal to make such an acquisition to the Board on a confidential basis. In the event an agreement regarding the proposal is not reached, Exxaro is permitted to make a takeover offer for all the shares of Tronox Limited not held by affiliates of Exxaro, subject to certain non-waivable conditions. At September 30, 2017 and December 31, 2016, Exxaro held approximately 43% and 44%, respectively, of the voting securities of Tronox Limited. See Note 18 for additional information regarding Exxaro transactions. On March 8, 2017, Exxaro announced its intention to begin pursuing a path to monetize its ownership stake in Tronox over time. On October 10, 2017, Exxaro sold 22,425,000 Class A ordinary shares in an underwritten registered offering (the “Exxaro Share Transaction”). Subsequent to the Exxaro Shares Transaction, Exxaro held approximately 24% of the Company’s voting securities. Presently, Exxaro intends to sell the remainder of its Tronox shares in a staged process over time pursuant to the existing registration statement, subject to market conditions. Exxaro’s sale of Class A ordinary shares does not impact their 26% ownership interest in each of our Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd subsidiaries.
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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.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, 2016. The Condensed Consolidated Balance Sheet as of December 31, 2016 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

2022.
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.statement of its financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023 and 2022. 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. As a result of the Alkali disposition, the results of Alkali have been reclassified as discontinued operations for all periods presented. See Note 2 – Discontinued Operations for additional information.

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.

Revision of Previously Issued Consolidated Financial Statements

During the three months ended March 31, 2017, we identified a misstatement in our selling, general, and administrative expense for certain prior periods related to a liability resulting from a non-timely filing with a statutory authority. The aggregate misstatement is $11 million, which impacts our previously issued consolidated statements of operations, comprehensive loss, balance sheets and cash flows as of and for the years ended December 31, 2015 and 2016, and the unaudited condensed consolidated financial statements for the third and fourth quarters and corresponding year-to-date periods of 2015, and each quarter and corresponding year-to-date periods of 2016.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the misstatement from qualitative and quantitative perspectives, and concluded that the misstatement was not material to our previously issued annual and interim financial statements. The cumulative amount of the prior period adjustments would have been material to our current statement of operations and comprehensive loss had we made the correction in the three months ended March 31, 2017 and accordingly we will revise our previously issued financial statements to correct this misstatement. We also corrected the timing of other previously recorded immaterial out-of-period adjustments and reflected them in the revised prior period financial statements. The previously recorded immaterial out-of-period adjustments include a $6 million decrease to cost of goods sold due to an overstated depreciation expense and a $7 million increase to cost of goods sold related to royalty tax both originating in 2013 and previously recorded as out-of-period corrections in 2014; a $5 million decrease to cost of goods sold that originated in 2012 and was previously recorded as an out-of-period correction in 2014 due to overstated depletion expense; and other miscellaneous immaterial corrections. Periods not presented herein will be revised, as applicable, in future filings.
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The effects on our unaudited condensed consolidated financial statements are as follows:

Unaudited Condensed Consolidated Statement of Operations

  Three Months Ended September 30, 2016  Nine Months Ended September 30, 2016 
  
As
Reported (1)
  Adjustment  Revised  
As
Reported (1)
  Adjustment  Revised 
                   
Net sales $339  $—  $339  $957  $—  $957 
Cost of goods sold  290   1   291   877   —   877 
Gross profit  49   (1)  48   80   —   80 
Selling, general and administrative expenses  (47)  —   (47)  (131)  (4)  (135)
Income (loss) from operations  1   (1)  —   (53)  (4)  (57)
Other income (expense), net  (13)  3   (10)  (22)  —   (22)
Income (loss) from continuing operations before income taxes  (58)  2   (56)  (209)  (4)  (213)
Net income (loss) from continuing operations  (64)  2   (62)  (235)  (3)  (238)
Income (loss) from discontinued operations, net of tax  22   1   23   53   2   55 
Net loss attributable to Tronox Limited  (40)  3   (37)  (181)  (1)  (182)
Net income (loss) per share from continuing operations, basic and diluted  (0.54)  0.01   (0.53)  (2.02)  (0.02)  (2.04)
Net income (loss) per share from discontinued operations, basic and diluted  0.19   0.01   0.20   0.46   0.01   0.47 
                         
Weighted average shares outstanding, basic and diluted (in thousands)  116,219   116,219   116,219   116,108   116,108   116,108 

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

  Three Months Ended September 30, 2016  Nine Months Ended September 30, 2016 
  
As
Reported
  Adjustment  Revised  
As
Reported
  Adjustment  Revised 
                   
Net loss $(42) $3  $(39) $(182) $(1) $(183)
Total comprehensive income ( loss)  4   3   7   (80)  (1)  (81)
Comprehensive loss attributable to Tronox Limited  (12)  3   (9)  (110)  (1)  (111)

Unaudited Condensed Consolidated Balance Sheet

  December 31, 2016 
  
As Reported (1)
  Adjustment  Revised 
Current assets of continuing operations $1,067  $—  $1,067 
Total assets of discontinued operations  1,668   3   1,671 
Total current assets  2,735   3   2,738 
Total assets  4,961   3   4,964 
Accrued liabilities  138   11   149 
Current liabilities of continuing operations  443   10   453 
Total liabilities of discontinued operations  110   1   111 
Total current liabilities  553   11   564 
Total liabilities  3,800   11   3,811 
Accumulated deficit  (13)  (6)  (19)
Accumulated other comprehensive loss  (495)  (2)  (497)
Total Tronox Limited shareholders’ equity  1,017   (8)  1,009 
Total equity  1,161   (8)  1,153 
Total liabilities and equity  4,961   3   4,964 

(1)Amounts reflect the results of Alkali as discontinued operations.

Unaudited Condensed Consolidated Statement of Cash Flows

There was no net impact to operating, investing and financing cash flows from the revisions for continuing operations for the nine months ended September 30, 2016.
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Adopted Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which amends ASC Topic 718, Compensation – Stock Compensation. ASU 2016-09 simplifies various aspects related to how share-based payments are accounted for and presented in the financial statements, including, income taxesamong other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and forfeitures of awards. We adopted ASU 2016-09 during the first quarter of 2017. Its adoption did not have a material impact on our unaudited condensed consolidated financial statements.supply chain disruptions.

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”), which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument in an existing hedging relationship would not, in and of itself, be considered a termination of the derivative instrument or a change in a critical term of the hedging relationship. As long as all other hedge accounting criteria in ASC 815, Derivatives and Hedging (“ASC 815”) are met, a hedging relationship in which the hedging derivative instrument is novated would not be discontinued or require redesignation. This clarification applies to both cash flow and fair value hedging relationships. We adopted ASU 2016-05 during the first quarter of 2017. Its adoption did not have an impact on our unaudited condensed consolidated financial statements.

In July 2015, as part of its simplification initiative, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 simplifies the subsequent measurement of inventory by requiring entities to remeasure inventory at the lower of cost and net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted ASU 2015-11 during the first quarter of 2017. The adoption of ASU 2015-11 did not have an impact on our unaudited condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

We consider the applicability and impact of all recently issued ASUs. Those not listed below were assessed and determined to be either not applicable or expected to have a minimal impact on our consolidated financial statements.


In August 2017,March 2020, the FASB issued ASU 2017-12, Derivatives2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform Financial Reporting”. This amendment is elective in nature. Amongst other aspects, this standard provides for practical expedients and Hedging (Topic 815): Targeted Improvementsexceptions to Accounting for Hedging Activities (“ASU 2017-12”)current accounting standards that reference a rate which is expected to be dissolved (e.g., which will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intendedLondon Interbank Offered Rate “LIBOR”) as it relates to more closely align hedge accounting, with companies’ risk management strategies, simplify the application of hedge accounting,contract modifications and increase transparency asother transactions that reference this rate, subject to the scope and results of hedging programs. ASU 2017-12meeting certain criteria. The standard is effective for annual periods beginning on or afterall entities as of March 12, 2020 through December 15, 2018, including interim periods within those periods. Early adoption is permitted which we are considering. We do not expect the adoption of ASU 2017-12 to have a material impact on our consolidated financial statements.

31, 2022. In May 2017,December 2022, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope2022-06, which defers the sunset date of Modification Accounting (“ASC 848, Reference Rate Reform, from December 31, 2022 to December 31, 2024. ASU 2017-09”), which clarifies when2022-06 is effective immediately for all entities.
We completed an internal assessment to account for a change to the terms or conditions of a share-based payment award as a modification. Under ASU 2017-09, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changesidentify items that were impacted as a result of the dissolution of LIBOR. Based upon this assessment, we determined that this change in terms or conditions. ASU 2017-09 is effective prospectively for annual periods beginning on or after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The impact, if any, that ASU 2017-09 will have onwas most impactful to our consolidated financial statements will depend on any future award modification.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits: Improving the Presentation of Net Periodic Pension Costintercompany debt agreements and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”) which amends the requirements in ASC 715, Compensation — Retirement Benefits, which requires employers that sponsor defined benefit pension and/or other postretirement plans to aggregate the various components of net periodic benefit cost for presentation purposes but does not prescribe where they should be presented in the income statement. ASU 2017-07 requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from service rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line item(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted as of the beginning of an annual period for which an entity’s financial statements (interim or annual) have not been issued. ASU 2017-07 requires the presentation of the components of net periodic benefit cost in the income statement retrospectively while the guidance limiting the capitalization of net periodic benefit cost in assets to the service component will be applied prospectively. We do not expect the adoption of ASU 2017-07 to have a material impact on our consolidated financial statements.
interest
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In January 2017,rate swap agreements. Upon conversion of these benchmark rates, we elected the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early application of the amendments in ASU 2017-01 ispractical expedients allowed under certain circumstances. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date. The impact, if any, that ASU 2017-01 will have on our consolidated financial statements will depend on the nature of future acquisitions of assets or businesses.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”),this standard which requires that the reconciliation of the beginning-of-period and end-of period amounts shown in the statement of cash flows include restricted cash and restricted cash equivalents. ASU 2016-18 does not define restricted cash or restricted cash equivalents, but an entity will need to disclose the nature of the restrictions. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoptionresulted in an interim period. The guidance should be applied retrospectively to all periods presented. The adoption of ASU 2016-18 will require us to include and reconcile the amount of “Restricted cash”, together with “Cash and cash equivalents”, for cash flow purposes for all periods presented commencing with the three months ending March 31, 2018.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, recognition of the income tax consequence was not recognized until the asset was sold to an outside party. This amendment should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. ASU 2016-16 is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. Theimmaterial impact if any, that ASU 2016-16 will have on our consolidated financial statements will depend upon future intra-entity transfers of assets other than inventory.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) which provides guidance intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years with early adoption permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. We have not yet determined the impact, if any, that ASU 2016-15 will have on our consolidated financial statements as it will depend on the nature of future cash flow transactions impacted by the new guidance.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which includes a lessee accounting model that recognizes two types of leases - finance leases and operating leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or an operating lease. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We have developed an implementation plan for adopting ASU 2016-02, which includes utilizing a software program to manage our lease obligations. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and have concluded that we will not early adopt ASU 2016-02. Refer to Note 14 and 17 included in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding current obligations under lease agreements.
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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires several new disclosures. This guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted, and may be applied either retrospectively or on a modified retrospective basis. Subsequent to the issuance offinancial statements. In addition, during the May 2014 guidance, several clarifications and updates have been issued on this topic, the most recent of which was issued in May 2017. We are executing our implementation plan for adopting ASU 2014-09 and are currently operating in line with that plan. We have completed phase 1 of our contract evaluation process and are continuing to review additional contracts while currently validating the results of applying the new revenue guidance. We have also started documenting our accounting policies and evaluating the new disclosure requirements and we expect to complete the evaluation of the impact of the accounting and disclosure requirements on our business processes, controls and systems in the fourth quarter of 2017. We are evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and will adopt the new standard using the modified retrospective approach effective January 1, 2018.

2.Discontinued Operations

Concurrent with the announcement of the Cristal Transaction, we expressed intent to begin a process to market our Alkali soda ash business which met the criteria as held for sale in the third quarter and was sold on September 1, 2017. The sale of Alkali is an important step in positioning us as a global leader in the titanium dioxide (TiO2) industry. The proceeds will be used to fund a portion of the cash consideration for the Cristal acquisition and a portion was also used in the refinancing of our debt. See Notes 1 and 11. The criteria for presentation of Alkali as a discontinued operation in accordance with Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity was met in the third quarter of 2017.  This disposal is considered a strategic shift that has and will have a major effect on the Company’s operations and financial results; therefore, the results of Alkali have been classified as discontinued operations for all periods presented.  Alkali assets as of December 31, 2016 have been segregated from continuing operations and presented as current assets or current liabilities from discontinued operations.

Alkali, which was previously one of our two operating and reportable segments, included certain allocated corporate costs which have been reallocated to Corporate. The amount of allocated corporate costs was $1 million and $3 million, respectively, for each of the three and nine months ended September 30, 20172023, we elected to utilize certain exemptions allowed by this pronouncement as it relates to our interest rate swap transactions. Refer to Note 12 for further details.

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 2016.  Afteronly the sale,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 September 30, 2023, and December 31, 2022, we nowdid 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 September 30, 2023 and December 31, 2022 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, 2022 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2023.
Disaggregation of Revenue
We operate in a singleunder one operating and reportable segment, TiO2.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.

Net sales to external customers by geographic areas where our customers are located were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
North America$191 $228 $584 $628 
South and Central America37 73 119 213 
Europe, Middle-East and Africa256 331 858 1,069 
Asia Pacific178 263 603 895 
Total net sales$662 $895 $2,164 $2,805 
The following table presents the major classes
Net sales from external customers for each similar type of Alkali’s line items constituting the “Income (loss) from discontinued operations, net of tax” in our Condensed Consolidated Statements of Operations:product were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
TiO2
$558 $673 $1,729 $2,215 
Zircon33 128 200 346 
Other products71 94 235 244 
Total net sales$662 $895 $2,164 $2,805 

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Net sales $129  $194  $521  $590 
Cost of goods sold  113   163   448   511 
Selling, general and administrative expenses  (6)  (7)  (18)  (20)
Income before income taxes  10   24   55   59 
Income tax benefit (provision)  7   (1)  (1)  (4)
Loss on sale of discontinued operations, no tax impact  (233)  —   (233)  — 
Income (loss) from discontinued operations $(216) $23  $(179) $55 
Other products mainly include pig iron, TiCl4 and other mining products.
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The following table is a summaryDuring the nine months ended September 30, 2023 and 2022, our ten largest third-party customers represented 37% and 30%, respectively, of our consolidated net sales. During the carrying amountsnine months ended September 30, 2023 and 2022, no single customer accounted for 10% of Alkali’s assets and liabilities included as “Total assets of discontinued operations” and “Total liabilities of discontinued operations” of December 31, 2016:our consolidated net sales.

  December 31, 2016 
Assets   
Current Assets   
Accounts receivable, net of allowance for doubtful accounts $146 
Inventories, net  33 
All other current assets  21 
Total current assets of discontinued operations  200 
Noncurrent Assets    
Property, plant and equipment  739 
Mineral leaseholds, net  730 
Other long-term assets  2 
Total assets of discontinued operations $1,671 

Liabilities   
Current Liabilities   
Accounts payable $44 
Accrued liabilities  36 
All other current liabilities  11 
Total current liabilities of discontinued operations  91 
All other long-term liabilities  20 
Total liabilities of discontinued operations $111 

3.3.    Income Taxes

Our operations are conducted through our 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.

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Income tax provision $(13) $(6) $(10) $(25)
Income (loss) from continuing operations before income taxes $(12) $(56) $(85) $(213)
Effective tax rate  (108)%  (11)%  (12)%  (12)%

Income before income taxes is comprised of the following:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Income tax (provision) benefit$(8)$(18)$(339)$187 
(Loss) income before income taxes$(6)$141 $81 $327 
Effective tax rate(133)%13 %419 %(57)%
DuringTronox Holdings plc, a U.K. public limited company is the fourth quarterparent company for the business group, and the statutory tax rate in the U.K. at both September 30, 2023 and 2022 was 25% and 19%, respectively. The statutory rate in the U.K. changed to 25% effective April 1, 2023 and a weighted average of 2016, we implemented various steps of an internal corporate restructuring plan to simplify our corporate, finance and legal structure and thereby improve operational, administrative, and commercial synergies (the “Corporate Reorganization”). As a result of this Corporate Reorganization, we reduced our cross jurisdictional financing arrangements during 2016; therefore,23.5% will be applied for the full year 2023. The effective tax rates for both the three and nine months period ended September 30, 2017 is not2023 and 2022 are impacted by withholdinga 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 accruals on interest income. In connection withrates different than the Corporate ReorganizationU.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 three months period ended March 31, 2017, Tronox Limited became managedperiods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and controlled innegative evidence, including prior operating results, the United Kingdom (“U.K”), with no additional impactsnature 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 the consolidated provision for income taxes due to the valuation allowances in various jurisdictions.expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions.


During the nine months ended September 30, 2017, Tronox Limited,2023, we identified negative evidence concerning our ability to realize some of our Australia group deferred tax assets. This evidence primarily relates to losses being generated during the public parent whichcurrent year and there is registered underuncertainty regarding the laws of the State of Western Australia, became managed and controlledregion's ability to generate income in the U.K. The statutorynear term. After weighing all the positive and negative evidence, we determined that it is more likely than not that the Australia deferred tax rate in the U.K. at September 30, 2017 was 19%. During 2016, Tronox Limited was managed and controlled in Australia which hasassets may not be realized. As a statutoryresult, we recorded a $293 million non-cash charge to tax rate of 30%.

During the three months ended September 30, 2017 we sold the Alkali segment of our operations.  The Alkali results are now shown as discontinued operations and are not included in the tabular results above.  The effective tax rateexpense for the three months ended September 30, 2017 differs from both the three months ended September 30, 2016, and the nine months ended September 30, 2017 primarily due to2023. In the discrete results of reporting the effects of this sale.
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Additionally, the effective tax rate for the three and nine months ended September 30, 2017 differs from the U.K. statutory rate of 19% primarily due to valuation allowances, income in foreign jurisdictions taxed at rates different than 19%. The effective tax rate for the three and nine months ended September 30, 2016 differs from the Australian statutory rate of 30% primarily due to valuation allowances and income in foreign jurisdictions taxed at rates lower than 30%, and withholding tax accruals on interest income. The income tax provision for the three and nine months ended September 30, 2017 differs from the income tax provision for the three and nine months ended September 30, 2016 due to withholding tax accruals on interest income whichfuture, if we made during 2016.

The statutory tax rates in various countries where subsidiaries of Tronox Limited have operations are different than both the U.K. and the Australian tax rates. Tax rates in the United States (“U.S.”) (35% for corporations), South Africa (28% for limited liability companies), the Netherlands (25% for corporations), Switzerland (8.5% for corporations) and Jersey, U.K. (0% for corporations) all impact our effective tax rate.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, the Netherlands, and the U.S., as we cannot objectively assertdetermine that these deferred tax assets areit is more likely than not that we will be able to be realized. Future provisions for income taxes will include no tax benefits with respect to losses incurred and tax expense only to the extentrealize all or a portion of current state tax payments until the valuation allowances are eliminated. Additionally, we have valuation allowances against specific tax assets in South Africa, and during the nine month period ended September 30, 2017 we established a valuation allowance of $7 million againstour deferred tax assets, in the U.K. which we do not currently expect to utilize.

These conclusions were reached by the application of ASC 740, Income Taxes, which require all available positive and negative evidence be weighted to determine whether a valuation allowance shouldwill be recorded. The more significant evidential matter in Australia, the U.S., The Netherlands,reduced, and the U.K. relateswe will record a benefit to recent book losses and the lack of sufficient projected taxable income. The more significant evidential matter for South Africa relates to assets that cannot be depleted or depreciated for tax purposes and capital gains tax losses which we do not expect to utilize.earnings.


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

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4.Income (Loss) Per Share
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4.    Income Per Share
The computation of basic and diluted income (loss) per share for the periods indicated is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Numerator - Basic and Diluted:
Net (loss) income$(14)$123 $(258)$514 
Less: Net income attributable to noncontrolling interest— 2 2 2 
Net (loss) income available to ordinary shares$(14)$121 $(260)$512 
Denominator - Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)156,816 154,548 156,260 155,027 
Weighted-average ordinary shares, diluted (in thousands)156,816 156,948 156,260 158,201 
Basic net (loss) income per ordinary share$(0.09)$0.78 $(1.66)$3.30 
Diluted net (loss) income per ordinary share$(0.09)$0.77 $(1.66)$3.23 

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Numerator – Basic and Diluted:            
Net income (loss) from continuing operations $(25) $(62) $(95) $(238)
Less: Net income (loss) from continuing operations attributable to noncontrolling interest  6   (2)  11   (1)
Undistributed net income (loss) from continuing operations attributable to Tronox Limited  (31)  (60)  (106)  (237)
Percentage allocated to ordinary shares (1)
  100%  100%  100%  100%
Net income (loss) from continuing operations available to ordinary shares  (31)  (60)  (106)  (237)
Net income (loss) from discontinued operations available to ordinary shares  (216)  23   (179)  55 
Net income (loss) available to ordinary shares $(247) $(37) $(285) $(182)
Denominator – Basic and Diluted:                
                 
Weighted-average ordinary shares, basic and diluted (in thousands)  119,405   116,219   118,908   116,108 
                 
Net income (loss) per Ordinary Share (2):
                
Basic and diluted net income (loss) from continuing operations per ordinary share $(0.26) $(0.53) $(0.89) $(2.04)
Basic and diluted net income (loss) from discontinued operations per ordinary share  (1.81)  0.20   (1.51)  0.47 
Basic and diluted net income (loss) per ordinary share $(2.07) $(0.33) $(2.40) $(1.57)

(1)Our participating securities do not have a contractual obligation to share in losses; therefore, when we have a net loss, none of the loss is allocated to participating securities.  Consequently, for the three and nine months ended September 30, 2017 and 2016, the two-class method did not have an effect on our net loss per ordinary share calculation, and as such, dividends paid during the year did not impact this calculation.

(2)Loss per ordinary share amounts were calculated from exact, not rounded, lossNet (loss) income per ordinary share amounts were calculated from exact, not rounded net (loss) income and share information.
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In computing diluted net income (loss) per share under the two-class method, we considered potentially dilutive shares.  Anti-dilutive shares not recognized in the diluted net lossincome per share calculation for the three and nine months ended September 30, 2023 and 2022 were as follows:
Shares
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Options236,945 518,934 236,945 518,934 
Restricted share units1,648,311 1,333,723 2,520,412 1,330,971 

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 remain at $200 million and November 2025, respectively. As a result of the Second Amendment, during the nine months ended September 30, 20172023, we incurred $1 million of transaction costs, which are recorded in "Other income, net" in our unaudited Condensed Consolidated Statement of Operations.

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 2016 wereclassify the cash proceeds as follows:source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.

  September 30, 2017  September 30, 2016 
  Shares  
Average
Exercise Price
  Shares  
Average
Exercise Price
 
Options  1,827,354  $21.21   1,997,437  $21.20 
Series A Warrants (1)
  960,371  $8.51   1,440,652  $8.51 
Series B Warrants (1)
  1,009,283  $9.37   1,953,250  $9.37 
Restricted share units  5,548,071  $11.22   5,566,589  $7.18 

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 September 30, 2023 and December 31, 2022, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's
(1)
13
Series A Warrants were converted into Class A ordinary shares at September 30, 2017 and 2016 using a rate of 6.02.  Series B Warrants were converted into Class A ordinary shares at September 30, 2017 and 2016 using a rate of 6.03.

unaudited Condensed Consolidated Balance Sheet was $200 million and $123 million, respectively. Additionally, at September 30, 2023 and December 31, 2022, we retained approximately $123 million and $69 million of unsold receivables which we pledged as collateral for the sold receivables.
5.Accounts Receivable, Net of Allowance for Doubtful Accounts

Accounts receivable, net of allowance for doubtful accounts, consistedThe following table sets forth a summary of the following:receivables sold and fees incurred under the program during the related periods:

  
September 30,
2017
  
December 31,
2016
 
Trade receivables $298  $271 
Other  12   8 
Subtotal  310   279 
Allowance for doubtful accounts  (1)  (1)
Accounts receivable, net of allowance for doubtful accounts $309  $278 

Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cash proceeds from collections reinvested in the program$238 $103 $582 $239 
Incremental accounts receivables sold238 103 659 314 
Fees incurred1
3 1 8 1 
6.Inventories, Net
1 Fees due to the Purchaser 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:
September 30, 2023December 31, 2022
Raw materials$327 $261 
Work-in-process174 125 
Finished goods, net679 641 
Materials and supplies, net242 251 
Inventories, net$1,422 $1,278 

  
September 30,
2017
  
December 31,
2016
 
Raw materials $161  $191 
Work-in-process  30   35 
Finished goods, net  184   190 
Materials and supplies, net (1)
  98   97 
Total  473   513 
Less: Inventories, net – non-current  (14)  (14)
Inventories, net - current $459  $499 
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.
(1)Consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed directly and indirectly in the production of our products.

Finished goods include inventory on consignment of $29 million and $24 million atAt September 30, 20172023 and December 31, 2016, respectively. At September 30, 2017 and December 31, 2016,2022, inventory obsolescence reserves primarily for materials and supplies were $15$44 million and $17$42 million, respectively. At September 30, 2017 and December 31, 2016, reservesReserves for lower of cost or market and net realizable value were $17$41 million and $26$27 million at September 30, 2023 and December 31, 2022, respectively.
177.    Property, Plant and Equipment, Net
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7.Property, Plant and Equipment, Net

Property, plant and equipment, net of accumulated depreciation, consisted of the following:
September 30, 2023December 31, 2022
Land and land improvements$235 $226 
Buildings395 390 
Machinery and equipment2,462 2,330 
Construction-in-progress267 370 
Other59 62 
Subtotal3,418 3,378 
Less: accumulated depreciation(1,648)(1,548)
Property, plant and equipment, net$1,770 $1,830 

  
September 30,
2017
  
December 31,
2016
 
Land and land improvements $94  $94 
Buildings  244   237 
Machinery and equipment  1,316   1,275 
Construction-in-progress  103   82 
Other  40   38 
Subtotal  1,797   1,726 
Less accumulated depreciation and amortization  (728)  (634)
Property, plant and equipment, net (1)
 $1,069  $1,092 
Substantially all of the property, plant and equipment, net is pledged as collateral for our debt. See Note 11.
(1)Substantially all of these assets are pledged as collateral for our debt. See Note 11.
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DepreciationThe table below summarizes depreciation expense related to property, plant and equipment duringfor the three months ended September 30, 2017 and 2016 was $31 million and $30 million, respectively, of which $30 million and $29 million, respectively, wasperiods presented, recorded in “Cost of goods sold”the specific line items in theour unaudited Condensed Consolidated Statements of Operations and $1 million each was recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations. Depreciation expense related to property, plant and equipment during the nine months ended September 30, 2017 and 2016 was $93 million and $86 million, respectively, of which $91 million and $84 million, respectively, was recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations and $2 million each was recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations.Operations:
Three Months Ended September 30,Nine Months Ended
September 30,
2023202220232022
Cost of goods sold$52 $50 $158 $152 
Selling, general and administrative expenses1 1 3 3 
Total$53 $51 $161 $155 


8.
8.    Mineral Leaseholds, Net

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

September 30, 2023December 31, 2022
Mineral leaseholds$1,249 $1,282 
Less: accumulated depletion(594)(581)
Mineral leaseholds, net$655 $701 
  
September 30,
2017
  
December 31,
2016
 
Mineral leaseholds $1,263  $1,257 
Less: accumulated depletion  (404)  (380)
Mineral leaseholds, net $859  $877 


Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $7 million and $8 million during each of the three months ended September 30, 20172023 and 2016 and $242022, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $22 million and $26$23 million respectively, during the nine months ended September 30, 20172023 and 2016.2022, respectively.

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9.Intangible Assets, Net
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9.    Intangible Assets, Net
Intangible assets, net of accumulated amortization, consisted of the following:
September 30, 2023December 31, 2022
Gross CostAccumulated
Amortization		Net Carrying
Amount		Gross CostAccumulated
Amortization		Net Carrying
Amount
Customer relationships$291 $(245)$46 $291 $(231)$60 
TiO2 technology
93 (42)51 93 (37)56 
Internal-use software and other196 (48)148 179 (45)134 
Intangible assets, net$580 $(335)$245 $563 $(313)$250 

  September 30, 2017  December 31, 2016 
  
Gross
Cost
  
Accumulated
Amortization
  
Net Carrying
Amount
  
Gross
Cost
  
Accumulated
Amortization
  
Net Carrying
Amount
 
Customer relationships $291  $(129) $162  $291  $(115) $176 
TiO2 technology
  32   (11)  21   32   (9)  23 
Internal-use software  44   (24)  20   45   (21)  24 
Intangible assets, net $367  $(164) $203  $368  $(145) $223 

As of September 30, 2023 and December 31, 2022, internal-use software included approximately $121 million and $106 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.
AmortizationThe table below summarizes amortization expense related to intangible assets during each offor the three months ended September 30, 2017 and 2016 was $6 million of which less than $1 million each wasperiods presented, recorded in “Cost of goods sold”the specific line items in theour unaudited Condensed Consolidated Statements of Operations and $6 million each was recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations. Amortization expense related to intangible assets during each of the nine months ended September 30, 2017 and 2016 was $19 million of which $1 million each was recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations and $18 million each was recorded in “Selling, general and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations. Operations:
Three Months Ended September 30,Nine Months Ended
September 30,
2023202220232022
Cost of goods sold$1 $1 $3 $1 
Selling, general and administrative expenses6 6 20 22 
Total$7 $7 $23 $23 
Estimated future amortization expense related to intangible assets is $6$7 million for the remainder of 2017,2023, $43 million for 2024, $43 million for 2025, $25 million each for 2018 through 2021,2026, $23 million for 2027 and $97$104 million thereafter.
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10.Accrued Liabilities
10.    Balance Sheet and Cash Flow Supplemental Information

Accrued liabilities consisted of the following:
September 30, 2023December 31, 2022
Employee-related costs and benefits$110 $107 
Related party payables2 15 
Interest4 15 
Sales rebates30 37 
Taxes other than income taxes7 13 
Asset retirement obligations9 8 
Other accrued liabilities37 57 
Accrued liabilities$199 $252 

  
September 30,
2017
  
December 31,
2016
 
Employee-related costs and benefits $63  $61 
Interest  5   35 
Sales rebates  19   20 
Taxes other than income taxes  11   9 
Professional fees and other  33   25 
Accrued liabilities $131  $150 

11.Debt

Debt Refinancing

On September 22, 2017, we completed our offering of our Senior Notes due 2025 for an aggregate principal amount of $450 million, the net proceeds of which, together with borrowings under our $2.150 billion New Term Loan Facility and proceeds from the Alkali sale, funded the redemption of the remaining outstanding balance of our Senior Notes due 2020 and repayment in full of the remaining outstanding balance of our $1.5 billion Prior Term Loan. In addition, we paid off our UBS Revolver and entered into a new asset-based revolving syndicated facility with Wells Fargo (all defined below).

The refinancing of our Senior Notes due 2020 was considered a debt extinguishment in accordance with ASC 470, Debt (“ASC 470”).  However, for refinancing of both the UBS Revolver and the New Term Loan Facility, a portion of each of these refinancing arrangements were considered modifications and a portion considered extinguishments in accordance with the requirements of ASC 470 as some of the original lenders in the original syndications were part of the new lender base.

Short-term Debt

During the third quarter of 2017, we repaid the $150 million outstanding balance under the global senior secured asset-based syndicated revolving credit facility with UBS AG (the “UBS Revolver”). Concurrent with entering into the Wells Fargo Revolver, described below, the UBS Revolver was terminated. Unamortized original debt issuance costs of $1 million relating to the UBS Revolver were included in “Gain (loss) on extinguishment of debt” in the Condensed Consolidated Statements of OperationsAdditional supplemental cash flow information for the three and nine months ended September 30, 2017. The remaining unamortized balance of original debt issuance costs of $2 million relating to the UBS Revolver will be amortized over the life of the Wells Fargo Revolver.

Wells Fargo Revolver

On September 22, 2017, we entered into a new global senior secured asset-based syndicated revolving credit facility with the lenders party thereto2023 and Wells Fargo Bank, N.A.2022 and as administrative agent (the “Wells Fargo Revolver”). The Wells Fargo Revolver provides us with up to $550 million of revolving credit loans, with an $85 million sublimit for letters of credit, and has a maturity date of September 22, 2022.  Our availability of revolving credit loans30, 2023 and letters of creditDecember 31, 2022 is subject to a borrowing base. Borrowings bear interest at our option, at either an adjusted London Interbank Offered Rate (“LIBOR”) plus an applicable margin that ranges from 1.25% to 1.75%, or a base rate, which is defined to mean the greatest of (a) the administrative agent’s prime rate, (b) the Federal funds effective rate plus 0.50% and (c) the adjusted LIBOR for a one-month period plus 1.00%, plus an applicable margin that ranges from 0.25% to 0.75%, in each case, based on the average daily borrowing availability. At September 30, 2017, there was no outstanding revolving credit loans under the Wells Fargo Revolver, except for $19 million of issued and undrawn letters of credit under the Wells Fargo Revolver. Debt issuance costs associated with the Wells Fargo Revolver of $6 million ($2 million remaining from the UBS Revolver and $4 million incurred for the Wells Fargo Revolver) were included in “Other long-term assets” in the Condensed Consolidated Balance Sheets at September 30, 2017 and will be amortized over the life of the Wells Fargo Revolver.as follows:
Nine Months Ended September 30,
Supplemental non cash information:20232022
Operating activities - Chloride slag inventory purchases made from AMIC$27 $— 
Operating activities - MGT sales made to AMIC$5 $2 
Investing activities - In-kind receipt of AMIC loan repayment$27 $— 
Financing activities - Initial commercial insurance premium financing agreement$18 $21 
Financing activities - Repayment of MGT loan$5 $2 
September 30, 2023December 31, 2022
Capital expenditures acquired but not yet paid$38 $72 

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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		September 30, 2023December 31, 2022
Term Loan Facility, net of unamortized discount (1)
1,300 Variable3/11/2028$898 $898 
2022 Term Loan Facility, net of unamortized discount(1)
400 Variable4/4/2029391 393 
2023 Term Loan Facility, net of unamortized discount(1)
350 Variable8/16/2028347 — 
Senior Notes due 20291,075 4.625 %3/15/20291,075 1,075 
Standard Bank Term Loan Facility (1)
98 Variable11/11/202664 77 
Australian Government Loan, net of unamortized discountN/AN/A12/31/20361 1 
MGT Loan(2)
36VariableVariable27 30 
Finance leases42 47 
Long-term debt2,845 2,521 
Less: Long-term debt due within one year(26)(24)
Debt issuance costs(31)(33)
Long-term debt, net$2,788 $2,464 

  
Original
Principal
  
Annual
Interest Rate
  
Maturity
Date
 
September 30,
2017
  
December 31,
2016
 
Prior Term Loan, net of unamortized discount (1)
 $1,500  Variable  3/20/2020 $—  $1,441 
New Term Loan Facility, net of unamortized discount (2)
 $2,150  Variable  9/22/2024 $2,136  $— 
Senior Notes due 2020  900   6.375% 8/15/2020  —   896 
Senior Notes due 2022  600   7.50% 3/15/2022  584   584 
Senior Notes due 2025  450   5.75% 9/22/2025  450   — 
Lease financing            17   19 
Long-term debt            3,187   2,940 
Less: Long-term debt due within one year            (11)  (16)
Debt issuance costs            (47)  (36)
Long-term debt, net              $3,129  $2,888 
_______________
(1)Average effective interest rate of 5.2% and 5.1% during(1)The average effective interest rate on the three and nine months ended September 30, 2017, respectively, and 4.9% each during the three and nine months ended September 30, 2016.
(2)Average effective interest rate of 4.5% during each of the three and nine months ended September 30, 2017.

At September 30, 2017, the scheduled maturities of our long-term debt were as follows:

  
Total
Borrowings
 
2017 $— 
2018  17 
2019  22 
2020  22 
2021  22 
Thereafter  3,118 
Total  3,201 
Remaining accretion associated with the New Term Loans  (14)
Total borrowings $3,187 

Prior Term Loan

On April 23, 2014, we, along with our wholly owned subsidiary, Tronox Pigments (Netherlands) B.V., and certain named guarantor subsidiaries, entered into a Third Amended and Restated Credit and Guaranty Agreement (the “Third Agreement”) with the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. Pursuant to the Third Agreement, we obtained a $1.5 billion senior secured term loan (the “Prior Term Loan”) with a maturity date of March 19, 2020. As mentioned above, on September 22, 2017, we repaid the remaining $1.4 billion outstanding balance of the $1.5 billion Prior Term Loan and entered into the New Term Loan Facility described below. Unamortized original debt discount and issuance costs(including the impacts of $1 million relating to the Priorinterest rate swaps), the 2022 Term Loan were included in “Gain (loss) on extinguishment of debt” inFacility, the Condensed Consolidated Statements of Operations for2023 Term Loan Facility, and the threeStandard Bank Term Loan Facility was 6.0%, 8.6%, 9.3% and 10.2%, respectively, during the nine months ended September 30, 2017.2023. The remaining balance of unamortized original debt discount and issuance costs of $16 million relating toaverage effective interest rate on the Prior Term Loan will continue to be amortized overFacility (including the lifeimpacts of the Newinterest rate swaps), the 2022 Term Loan Facility.Facility and Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022.

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.0% and 4.0% during the nine months ended September 30, 2023 and September 30, 2022, respectively.
New Term Loan Facility

On September 22, 2017,In June 2023, in anticipation of Reference Rate Reform, we entered into a new senior secured first lien term loan facility (the “New Term Loan Facility”) withamended our interest rate terms of the lenders party thereto and Bank of America, N.A., as administrative agent, with a maturity date of September 22, 2024. The New Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “New Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”)  with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account.  Upon consummation of the Cristal acquisition, the Blocked Borrower will merge with and into Tronox Finance, and the Blocked Term Loan will become availablefrom LIBOR to Tronox Finance. If the Cristal Acquisition is terminated, the Blocked Term Loan will be repaidSOFR pursuant to the lenders of such Blocked Term Loan.loan agreement. The proceeds from the Blocked Term Loan were included in “Restricted cash” in the Condensed Consolidated Balance Sheets at September 30, 2017. The term loans under the New Term Loan Facility bearbears interest at either the “Applicable Rate” defined by reference to a grid pricing matrix that relates to our first lien net leverage ratio.base rate or the SOFR rate, in each case plus an applicable margin. Based uponon our first lien net leverage ratio pursuant to the Applicable RateTerm Loan Facility agreement, the applicable margin under the New Term Loan Facility as of September 30, 20172023 was 300 basis points plus LIBOR. The New2.50%.
2022 Term Loan Facility was issued net
On April 4, 2022, Tronox Finance LLC (the "Borrower"), the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), certain of an original issue discount of $11 million. Debt issuance costs of $4 million relatingthe 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. 1 to the NewAmended and Restated First Lien Credit Agreement (the "2022 Amendment"). The 2022 Amendment provides the Borrower with a new seven-year incremental term loan facility (the "2022 Term LoansLoan Facility" and, the loans thereunder, the "2022 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $400 million. The proceeds of the 2022 Term Loan Facility were includedused on April 1, 2022, along with cash on hand, to redeem all outstanding 6.5% Senior Secured Notes due 2025 and to pay transaction related costs and expenses. As a result of this transaction, we recognized
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approximately $21 million, including a call premium of $18 million, in “Gain (loss)"Loss on extinguishment of debt” indebt" on the Condensedunaudited Consolidated StatementsStatement of Operations for the three and nine months ended September 30, 2017. Debt issuance costs2022.
The 2022 Incremental Term Loans bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of $30 million associated with the New2022 Incremental Term Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2023, the applicable margin under the 2022 Term Loan Facility ($13 million remaining from the Priorwas 3.25%.
2023 Term Loan Facility
On August 16, 2023, the Borrower, the Company, certain of the Company’s subsidiaries, the incremental term lender party thereto and $17 million incurred forHSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 3 to the NewAmended and Restated First Lien Credit Agreement (the "2023 Amendment"). The 2023 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2023 Term Loan Facility) were recorded as a direct reductionFacility" and, the loans thereunder, the "2023 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $350 million. The proceeds of the carrying value2023 Term Loan Facility were used to repay $159 million of then-outstanding borrowings under the Company's existing revolving credit facilities and to enhance available liquidity for upcoming capital expenditures.

The 2023 Incremental Term Loans bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the long-term debt2023 Incremental Term Loans is 2.50% per annum for base rate loans, or 3.50% per annum for SOFR rate loans. The 2023 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2023 the applicable margin under the 2023 Term Loan Facility was 3.50%.

Short-Term Debt
Emirates Revolver
In June 2023, Tronox Pigment UK Limited, as described belowborrower, and Tronox Holdings plc, as guarantor, entered into a new revolving credit facility with Emirates NBD PJSC (“Emirates”) which replaced the existing revolving credit facility with Emirates. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and will mature in June 2024. The facility limit is 50 million Pound Sterling (approximately $61 million at the September 30, 2023 exchange rate) and can be amortized overdrawn in either Pound Sterling, Euro or US Dollar. Under the lifeterms of the New Term Loan Facility.
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Senior Notes due 2020

On September 25, 2017, we redeemed (the “Redemption”)revolver, for U.S. dollar borrowings, the $896 million outstanding balance of our $900 million aggregate principal, 6.375% senior notes due 2020 issued by Tronox Finance (the “Senior Notes due 2020”). The total cash payment made in connection withinterest rate is SOFR plus 1.75%, for Euro borrowings, the Redemption was approximately $917 million,interest rate is Euribor plus 1.75% and included accruedfor Pound Sterling borrowings, the interest of $7 million and a call premium of $14 million (the “Call Premium”) included in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations.rate is SONIA plus 1.75%. During the nine months ended September 30, 2016,2023, we repurchased $4drew down 35 million of face value ofPound Sterling (approximately $43 million at the Senior Notes due 2020 at a price of 77% of par, resulting in a net gain of approximately $1 million which was included in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations. The Senior Notes due 2020 were fully and unconditionally guaranteed on a senior and unsecured basis by us and certain of our subsidiaries. As a result of the Redemption, we are no longer required to present guarantor condensed consolidating financial statements starting with this Form 10-Q for the period ended September 30, 2017. In connection with2023 exchange rate) and fully repaid the Redemption, we recorded a loss on extinguishmentoutstanding amount as of debt of $22 million included in “Gain (loss) on extinguishment of debt”, of which $8 million related to unamortized debt issuance costs and $14 million related to the Call Premium.

Senior Notes due 2022

We have $600 million aggregate principal amount, 7.50% Senior Notes due 2022 (the “Senior Notes due 2022”) which notes were issued pursuant to an indenture dated March 19, 2015 (the “2022 Indenture”). The Senior Notes due 2022 have not been registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. There were no repayments during the three and nine months ended September 30, 2017. 2023.
SABB Facility
During the nine months ended September 30, 2016,2023, we repurchased $16drew down SAR 16 million of face value of notes(approximately $4 million at a weighted average price of 76% of par, resulting in a net gain of approximately $3 million which was included in “Gain (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations.

The Indenture and the Senior Notes due 2022 provide, among other things, that the Senior Notes due 2022 are senior unsecured obligations of Tronox Finance and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. Interest is payable on March 15 and September 15 of each year until their maturity date of March 15, 2022. The terms of the 2022 Indenture, among other things, limit, in certain circumstances, the ability of us to: incur certain additional indebtedness and issue preferred stock; make certain dividends, distributions, investments and other restricted payments; sell certain assets; incur liens; agree to any restrictions on the ability of certain subsidiaries to make payments to us; consolidate or merge with or into, or sell substantially all of our assets to, another person; enter into transactions with affiliates; and enter into new lines of business. At September 30, 2017 and December 31, 2016, debt issuance costs related to the Senior Notes due 2022 of $8 million and $10 million, respectively, were recorded as a direct reduction of the carrying value of the long-term debt as described below.

Senior Notes due 2025

On September 22, 2017, our wholly-owned subsidiary Tronox Finance plc, issued 5.75% senior notes due 2025 for an aggregate principal amount of $450 million (the “Senior Notes due 2025”), which notes were issued under an indenture dated September 22, 2017 (the “2025 Indenture”). The 2025 Indenture and the Senior Notes due 2025 provide, among other things, that the Senior Notes due 2025 are senior unsecured obligations of Tronox Finance plc and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. The Senior Notes due 2025 have not been registered2023 exchange rate) under the Securities Act,SABB Facility for general corporate purposes and may not be offered or sold infully repaid the U.S. absent registration or an applicable exemption from registration requirements. Interest is payable on April 1 and October 1 of each year beginning on April 1, 2018 until their maturity date of October 1, 2025. The terms of the 2025 Indenture, among other things, limit, in certain circumstances, the ability of us and certain of our subsidiaries to: incur secured indebtedness, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of our assets. The terms of the 2025 Indenture also include certain limitations on our non-guarantor subsidiaries incurring indebtedness. Debt issuance costs of $9 million relating to the Senior Notes due 2025 were recorded as a direct reduction of the carrying value of the long-term debt as described below and will be amortized over the life of the Senior Notes due 2025.
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Liquidity and Capital Resources

As of September 30, 2017, we had $238 million available under the $550 million Wells Fargo Revolver and $1.1 billion in cash and cash equivalents. In addition, restricted cashoutstanding amount as of September 30, 2017 included2023.
Cash Flow Revolver
During the $650 million proceeds from the Blocked Term Loan discussed above.

Lease Financing

We have capital lease obligations in South Africa, which are payable through 2031 at a weighted average interest rate of approximately 14%. At September 30, 2017 and December 31, 2016, assets recorded under capital lease obligations were $21 million and $7 million, respectively. Related accumulated amortization was $7 million and $6 million at September 30, 2017 and December 31, 2016, respectively. During each of the three and nine months ended September 30, 20172023, we drew down an incremental $115 million for general corporate purposes, which together with $30 million in draw-downs at December 31, 2022, were fully repaid as of September 30, 2023.
Standard Bank Revolving Credit Facility
During the nine months ended September 30, 2023, we drew down ZAR 650 million (approximately $34 million at the September 30, 2023 exchange rate) under the Standard Bank Revolving Credit Facility for general corporate purposes and 2016, we made principal paymentsfully repaid the outstanding amount at September 30, 2023.
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
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Table of less than $1 million.Contents

Fair Value

Our debta 8% fixed annual interest rate. As of September 30, 2023, the financing balance was $17 million and is recorded at historical amounts. At September 30, 2017 and December 31, 2016,in "Short-term debt" in the fair value of the New Term Loan Facility was $2.2 billion. At September 30, 2017 and December 31, 2016, the fair value of the Senior Notes due 2022 was $616 million and $544 million, respectively. At September 30, 2017 the fair value of our Senior Notes due 2025 was $461 million. We determined the fair value of the New Term Loan Facility, the Senior Notes due 2022 and the Senior Notes due 2025 using quoted market prices. The fair value hierarchy for the New Term Loan Facility, the Senior Notes due 2022 and the Senior Notes due 2025 is a Level 1 input. Balances outstanding under our Wells Fargo Revolver are carried at contracted amounts, which approximate fair value based on the short term nature of the borrowing and the variable interest rate. The fair value hierarchy for our Wells Fargo Revolver is a Level 2 input.Condensed Consolidated Balance Sheet.

Debt Covenants

AtAs of September 30, 2017,2023, we had no financial covenants in the Wells Fargo Revolver and the New Term Loan Facility. We wereare in compliance with all financial covenants in our reporting covenantsdebt facilities.
12.    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 September 30, 2023 and December 31, 2022:
Fair Value
September 30, 2023December 31, 2022
Assets(a)Accrued LiabilitiesAssets(a)Accrued Liabilities
Derivatives Designated as Cash Flow Hedges
Interest Rate Swaps$44 $— $30 $— 
Natural Gas Hedges$— $1 $1 $2 
Total Hedges$44 $1 $31 $2 
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts$— $2 $1 $— 
Total Derivatives$44 $3 $32 $2 
(a) At September 30, 2023 and December 31, 2022, current assets of $44 million and $32 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.
Derivatives' Impact on the Condensed Consolidated Statement of Operations:
The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations:
Amount of Pre-Tax Gain (Loss) Recognized in EarningsAmount of Pre-Tax Gain (Loss) Recognized in Earnings
RevenueCost of Goods SoldOther Income, netRevenueCost of Goods SoldOther Income, net
Three Months Ended September 30, 2023Three Months Ended September 30, 2022
Derivatives Not Designated as Hedging Instruments
Currency Contracts$— $— $2 $— $— $(13)
Derivatives Designated as Hedging Instruments
Currency Contracts$— $— $— $— $— $— 
Natural Gas Hedges$— $(1)$— $— $2 $— 
Total Derivatives$— $(1)$2 $— $2 $(13)

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Amount of Pre-Tax Gain (Loss) Recognized in EarningsAmount of Pre-Tax Gain (Loss) Recognized in Earnings
RevenueCost of Goods SoldOther Income, netRevenueCost of Goods SoldOther Income, net
Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
Derivatives Not Designated as Hedging Instruments
Currency Contracts$— $— $(2)$— $— $(18)
Derivatives Designated as Hedging Instruments
Currency Contracts$— $(4)$— $5 $14 $— 
Natural Gas Hedges$— $(4)$— $— $4 $— 
Total Derivatives$— $(8)$(2)$5 $18 $(18)
Interest Rate Risk
During the second quarter of 2019, we entered into three interest-rate swap agreements with an aggregate notional value of $750 million, representing a portion of our Term Loan Facility, which effectively converted the variable rate to a fixed rate for that portion of the loan. The agreements were to expire in September 2024.
On March 27, 2023, the Company entered into amendments to two of our existing interest rate swap agreements with the counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense through September 22, 2024, the original maturity of the interest rate swap agreements.
We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps became effective in June 2023 and will mature in March 2028 which is aligned with the maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR also ensured that the reference rates in our hedge instruments are now aligned with the interest rate terms of the Term Loan Facility which also changed from LIBOR to SOFR in June 2023 in anticipation of Reference Rate Reform and pursuant to the loan agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match the index of the corresponding hedge instruments for the assessment of effectiveness.
Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan Facility.
On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million notional of the three original interest rate swap contracts of $750 million aggregate notional value. As a result of this amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in anticipation of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as described above. This amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024. We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.
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As of September 30, 2023, the Company maintains a total of $950 million of interest rate swaps 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 September 30, 2023 and December 31, 2022, the net unrealized gain of $42 million and the unrealized gain of $30 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and nine months ended September 30, 2017.

Interest and Debt Expense, Net

Interest and debt2023, the amounts recorded in interest expense net in the unaudited Condensed Consolidated Statements of Operations consisted of the following:

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Interest on Prior Term Loan $16  $17  $49  $50 
Interest on New Term Loan Facility  2   —   2   — 
Interest on Senior Notes due 2020  13   14   41   43 
Interest on Senior Notes due 2022  11   11   33   33 
Interest on Senior Notes due 2025  1   —   1   — 
Amortization of deferred debt issuance costs and discounts on debt  3   3   9   8 
Other  2   1   7   6 
Capitalized interest  (1)  —   (2)  (2)
Total interest and debt expense, net $47  $46  $140  $138 

In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates using the effective interest method. At September 30, 2017, we had deferred debt issuance costs of $6 million related to the Wells Fargo Revolverinterest-rate swap agreements were $8 million and $18 million, respectively, of which is$2 million for each period was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and nine months ended September 30, 2022, the net amounts recorded in “Other long-term assets”interest expense related to the interest-rate swap agreements less than $1 million and $7 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 September 30, 2023, 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 Sheets.Sheet, which was fully recognized in earnings during the nine months ended September 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 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 September 30, 2017, we had $302023, there was (i) 496 million South African Rand (or approximately $26 million at September 30, 2023 exchange rate), (ii) 202 million Australian dollars (or approximately $130 million at the September 30, 2023 exchange rate), (iii) 11 million Pound Sterling (or approximately $14 million at the September 30, 2023 exchange rate), (iv) 47 million Euro (or approximately $50 million at the September 30, 2023 exchange rate), and $9(v) 51 million Saudi Riyal (or approximately $14 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2022, there was (i) 1.2 billion South African Rand (or approximately $64 million at the September 30, 2023 exchange rate), (ii) 197 million Australian dollars (or approximately $127 million at the September 30, 2023 exchange rate), (iii) 20 million Pound Sterling (or approximately $24 million at the September 30, 2023 exchange rate), and (iv) 44 million Euro (or approximately $47 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts.
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
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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 discountis recorded at historical amounts. The following table presents the fair value of our debt and issuance costs related toderivative contracts at both September 30, 2023 and December 31, 2022:
September 30,
2023		December 31,
2022
AssetLiabilityAssetLiability
Term Loan Facility— 888 — 876 
2022 Term Loan Facility— 390 — 388 
2023 Term Loan Facility— 347 — — 
Standard Bank Term Loan Facility— 64 — 77 
Senior Notes due 2029— 868 — 893 
Australian Government Loan— 1 — 1 
MGT Loan— 27 — 30 
Interest rate swaps44 — 30 — 
Natural gas hedges— 1 1 2 
Foreign currency contracts— 2 1 — 
We determined the Newfair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, and the Senior Notes due 2025, respectively,2029 using quoted market prices, which was recorded asunder the fair value hierarchy is a direct reductionLevel 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 the long termcash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt in the unaudited Condensed Consolidated Balance Sheets. At September 30, 2017 and December 31, 2016, we had $8 million and $10 million, respectively, of debt issuance costs relatedapproximate fair value due to the Senior Notes 2022, which were recorded as a direct reductionshort-term nature of the carrying value of the long term debt in the unaudited Condensed Consolidated Balance Sheets.
these items.
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12.14.    Asset Retirement Obligations

Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. ActivityActivities related to asset retirement obligations waswere as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Beginning balance$161 $147 $161 $149 
Additions1 1 4 1 
Accretion expense4 3 11 10 
Remeasurement/translation(5)(9)(7)(14)
Other, including change in estimates5 4 2 4 
Settlements/payments(2)(3)(7)(7)
Balance, September 30,$164 $143 $164 $143 

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Beginning balance $80  $78  $76  $81 
Additions  1   —   1   1 
Accretion expense  2   1   4   4 
Remeasurement/translation  —   3   4   5 
Changes in estimates, including cost and timing of cash flows  —   —   —   (9)
Settlements/payments  (1)  —   (3)  — 
Balance, September 30, $82  $82  $82  $82 

September 30, 2023December 31, 2022
Current portion included in “Accrued liabilities”$9 $8 
Noncurrent portion included in “Asset retirement obligations”155 153 
Asset retirement obligations$164 $161 
Asset retirement obligations in our unaudited Condensed Consolidated Balance Sheets at September 30, 2017
15.    Commitments and December 31, 2016 consist of a current portion of $4 million and $3 million, respectively, included in “Accrued liabilities” and a noncurrent portion of $78 million and $73 million, respectively, included in “Asset retirement obligations”.Contingencies

During the nine months ended September 30, 2016, we amended our lease agreement for our TiO2 pigment facility in Botlek, The Netherlands, which included an option to extend the lease term for an additional 25 years. This amendment increased the estimated useful life used in determining the asset retirement obligation and consequently, we recognized a $10 million reduction to this liability.

13.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 September 30, 2017,2023, purchase commitments were $72$111 million for the remainder of 2017, $822023, $171 million for 2018, $572024, $155 million for 2019, $412025, $154 million for 2020, $292026, $153 million for 2021,2027, and $118$1,529 million thereafter.

Letters of Credit—At September 30, 2017,2023, we had outstanding letters of credit and bank guarantees and performance bonds of $43$108 million, of which $19$70 million were letters of credit, issued underof which $50 million is related to the Wells Fargo Revolver, $18sale of Hawkins Point as discussed below, and $38 million were bank guarantees issued by ABSA Bank Limited (“ABSA”), $5 million were bank guarantees issued by Standard Bank, $1 million wereguarantees. Amounts for performance bonds issuedwere 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:
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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 Westpac Banking CorporationCristal 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 less than $1implementing 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 ("MPE"). 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 September 30, 2023, we have a provision of $42 million of letters of credit issued by UBS.included in "Environmental liabilities" in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above.

Other Matters—From time to time, we may be partyWe 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, administrative proceedings involving legal, environmental, and/orif applicable, other experts. Included in these other matters are the following:
UK Health and Safety Matter. In April 2023, we received a summons from the UK Health and Safety Executive (HSE) alleging non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving a contractor in various courts or agencies. These proceedings, individually andAugust 2021. We also received notice that HSE is investigating another incident which occurred in August 2022 at the same plant involving an employee. With regard to the summons, in June 2023, Tronox Pigment UK Limited, the entity which owns the Stallingborough plant, pled guilty to the allegation. The sentencing hearing to determine monetary penalties occurred in September 2023. At such hearing, the judge imposed a monetary penalty in the aggregate, mayamount of £207,681, inclusive of costs. We do not believe this matter will have a material adverse effect on us. These proceedings may be associated with facilities currently or previously owned, operated or used by us and/or our predecessors, somebusiness, financial condition and results of which may include claimsoperations. With regard to the notice of investigation into the second incident, the timing for personal injuries, property damages, cleanup costs, and other environmental matters. Current and former operations mayan enforcement action, if any, is uncertain but based on our current understanding we also involve management of regulated materials that are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which we operate. Currently, we aredo not party to any pending legal or administrative proceedings that maybelieve this matter will have a material adverse effect either individually or in the aggregate, on our business, financial condition orand results of operations.

23
TableVenator Materials plc v. Tronox Limited. In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior Court of Contents
14.Shareholders’ Equity

the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The changesExclusivity Agreement required, among other things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our acquisition of Cristal’s TiO2 business. In June 2019, we denied Venator's claims and counterclaimed against Venator seeking to recover $400 million in outstanding Class A Sharesdamages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement. Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the Exclusivity Agreement and Class B Sharesdirectly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. On April 6, 2022, the Judge presiding over the case in the Superior Court of the State of Delaware delivered a directed verdict in favor of Venator without allowing the jury to deliberate. The Company determined not to appeal the Judge's verdict, and as such, on April 18, 2022, the Company and Venator entered into a settlement agreement whereby the Company paid $85 million, inclusive of interest, on April 25, 2022. As a result, we recorded the charge within "Venator settlement" on the unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2017 were as follows:2022.

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Class A Shares:
Balance at January 1, 201765,165,672
Shares issued for share-based compensation3,034,771
Shares issued upon warrants exercised964,897
Shares issued upon options exercised45,753
Shares issued cancelled for share-based compensation(619,999)
Balance at September 30, 201768,591,094
Class B Shares:
Balance, at both September 30, 2017 and December 31, 201651,154,280

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Warrants

We have outstanding Series A WarrantsWestern Australia Stamp Duty Matter. In May 2018, we lodged a pre-transaction determination request for a stamp duty exemption with the Western Australia Office of State Revenue (the “Series A Warrants”“WA OSR”) and Series B Warrantsin connection with our re-domicile transaction (the “Series B Warrants”), together (the “Warrants”“Re-Domicile Transaction”). At September 30, 2017, holdersThe WA OSR subsequently granted our request for an exemption in June 2018 on a preliminary basis. Immediately following the consummation of the Series A WarrantsRe-Domicile Transaction, we filed a confirmation request for the stamp duty exemption with the WA OSR. Following this confirmation request, we exchanged numerous communications with the WA OSR addressing questions raised and stating our position. In July 2021, the Series B Warrants were entitled to purchase 6.02WA OSR informed us that they have reviewed their technical position on the applicability of the stamp duty exemption and 6.03have determined that such an exemption is disallowed. On April 8, 2022, the Company lodged an appeal of Class A Shares, respectively,the WA OSR's decision with the Western Australia State Administrative Tribunal. On March 3, 2023, the WA OSR officially granted us the stamp duty exemption in connection with the Re-Domicile Transaction, and receive $12.50 in cash at an exercise price of $51.21 for each Series A Warrant and $56.51 for each Series B Warrant. The Warrants have a seven-year term fromas such, the date initially issued and will expire on February 14, 2018. A holder may exercise the Warrants by paying the applicable exercise price in cash or exercising on a cashless basis. The Warrants are freely transferable by the holder. At September 30, 2017 and December 31, 2016, there were 159,530 and 239,306 Series A Warrants outstanding, respectively, and 167,377 and 323,915 Series B Warrants outstanding, respectively.Tribunal proceeding was withdrawn.

Dividends

During 2017, we declared and paid quarterly dividends to holders of our Class A Shares and Class B Shares as follows:
  
Three Months
Ended March 31,
2017
  
Three Months
Ended June 30,
2017
  
Three Months
Ended September 30,
2017
 
Dividend per share $0.045  $0.045  $0.045 
Total dividend $6  $6  $5 
Record date (close of business) March 6  May 15  August 21 

During 2016, we declared and paid quarterly dividends to holders of our Class A Shares and Class B Shares as follows:
  
Three Months
Ended March 31,
2016
  
Three Months
Ended June 30,
2016
  
Three Months
Ended September 30,
2016
 
Dividend per share $0.25  $0.045  $0.045 
Total dividend $30  $5  $5 
Record date (close of business) March 4  May 16  August 17 

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

The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2023 and 2022.
Cumulative
Translation
Adjustment		Pension
Liability
Adjustment		Unrealized
Gains
(Losses) on
Hedges		Total
Balance, July 1, 2023$(758)$(78)$27 $(809)
Other comprehensive (loss) income(25)— 8 (17)
Amounts reclassified from accumulated other comprehensive loss— — (1)(1)
Balance, September 30, 2023$(783)$(78)$34 $(827)

Cumulative
Translation
Adjustment		Pension
Liability
Adjustment		Unrealized
Gains
(Losses) on
Hedges		Total
Balance, July 1, 2022$(684)$(99)$11 $(772)
Other comprehensive loss(120)— 7 (113)
Amounts reclassified from accumulated other comprehensive loss— 1 (1)— 
Balance, September 30, 2022$(804)$(98)$17 $(885)
The tables below present changes in accumulated other comprehensive income (loss) by component for the three months ended September 30, 2017 and 2016.

  
Cumulative
Translation
Adjustment
  
Pension
Liability
Adjustment
  
Unrealized
Gains (Losses)
on
Derivatives
  Total 
Beginning balance $(363) $(91) $—  $(454)
Other comprehensive income (loss)  (26)  —   —   (26)
Amounts reclassified from accumulated other comprehensive income (loss)  —   6   —   6 
Balance, September 30, 2017 $(389)  (85)  —   (474)
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Cumulative
Translation
Adjustment
  
Pension
Liability
Adjustment
  
Unrealized
Gains (Losses)
on
Derivatives
  Total 
Beginning balance $(456) $(101) $2  $(555)
Other comprehensive income (loss)  51   (21)  (1)  29 
Amounts reclassified from accumulated other comprehensive income (loss)  —   (1)  —   (1)
Balance, September 30, 2016 $(405) $(123) $1  $(527)

The tables below present changes in accumulated other comprehensive income (loss)loss by component for the nine months ended September 30, 20172023 and 2016.2022.

  
Cumulative
Translation
Adjustment
  
Pension
Liability
Adjustment
  
Unrealized
Gains (Losses)
on
Derivatives
  Total 
Beginning balance $(408) $(92) $3  $(497)
Other comprehensive income (loss)  19   —   (3)  16 
Amounts reclassified from accumulated other comprehensive income (loss)  —   7   —   7 
Balance, September 30, 2017 $(389)  (85)  —   (474)

  
Cumulative
Translation
Adjustment
  
Pension
Liability
Adjustment
  
Unrealized
Gains (Losses)
on
Derivatives
  Total 
Beginning balance $(496) $(102) $—  $(598)
Other comprehensive income (loss)  91   (21)  1   71 
Balance, September 30, 2016 $(405) $(123) $1  $(527)

Cumulative
Translation
Adjustment		Pension
Liability
Adjustment		Unrealized
Gains
(Losses) on
Hedges		Total
Balance, January 1, 2023$(710)$(78)$20 $(768)
Other comprehensive (loss) income(73)— 11 (62)
Amounts reclassified from accumulated other comprehensive loss— — 3 3 
Balance, September 30, 2023$(783)$(78)$34 $(827)
15.Noncontrolling Interest


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At September 30, 2017, Exxaro has a 26% ownership interest in each
Cumulative
Translation
Adjustment		Pension
Liability
Adjustment		Unrealized
Gains
(Losses) on
Hedges		Total
Balance, January 1, 2022$(628)$(100)$(10)$(738)
Other comprehensive (loss) income(176)— 50 (126)
Amounts reclassified from accumulated other comprehensive loss— 2 (23)(21)
Balance, September 30, 2022$(804)$(98)$17 $(885)
Repurchase of our Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd. subsidiaries in orderCommon Stock
On November 9, 2021, the Company's Board of Directors authorized the repurchase of up to comply with the ownership requirements$300 million of the Black Economic Empowerment legislation in South Africa. Exxaro is entitled to exchange this interest for approximately 3.2% in additional Class B Shares under certain circumstances. Exxaro also has a 26% ownership interest in certain of our other non-operating subsidiaries. We account for such ownership interest as “Noncontrolling interest” in the unaudited condensed consolidated financial statements.

Noncontrolling interest activity forCompany's stock through February 2024. During the three and nine months ended September 30, 2017 and 2016 was as follows:

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Beginning balance $162  $126  $144  $112 
Net income (loss) attributable to noncontrolling interest  6   (2)  11   (1)
Effect of exchange rate changes  (10)  18   3   31 
Balance, September 30, $158  $142  $158  $142 

16.Share-Based Compensation

Share-based compensation expense consisted2023, we made no repurchases of the following:

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Restricted shares and restricted share units $5  $7  $25  $15 
Options  —   1   —   2 
T-Bucks Employee Participation Plan  —   —   1   1 
Total share-based compensation expense $5  $8  $26  $18 
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Tronox Limited Management Equity Incentive Plan

Restricted Shares

We did not grant any restricted shares duringCompany's stock. Under the nine months ended September 30, 2017.

The following table presents a summary of activity for the nine months ended September 30, 2017:

  
Number of
Shares
  
Weighted Average
Grant Date
Fair Value
 
Outstanding, January 1, 2017  284,400  $6.09 
Vested  (107,928)  8.00 
Outstanding, September 30, 2017  176,472  $4.92 
Expected to vest, September 30, 2017  176,472  $4.92 

At September 30, 2017, there was less than $l million of unrecognized compensation expense related to unvested restricted shares which is expected to be recognized over a weighted-average period of 1.1 years. Since the restricted shares were granted only to certain members ofauthorization from our Board the unrecognized compensation expense was not adjustedof Directors, we have approximately $251 million available for estimated forfeitures. The total fair value of restricted shares that vested during the nine months ended September 30, 2017 was $1 million.additional repurchases through February 2024.


17.    Share-Based Compensation
Restricted Share Units (“RSUs”)

2023 Grant - During the nine months ended September 30, 2017, we2023, the Company granted RSUs which have time and/or performance conditions. Both theboth time-based and performance-based awards to certain members of management. A total of 870,403 of time-based awards and the performance-based awards are classified as equity awards. For the time-based awards, 1,075 RSUs vested immediately, 14,053 RSUs vest ratably over a nine-month period 100,160 RSUs vest ratably over a one-year period and 12,869 RSUswere granted to management which will vest ratably over a three-year period and are valued atending March 5, 2026. A total of 90,088 of time-based awards were granted to non-employee members of the weighted average grant date fair value. For theBoard which will vest in May 2024. A total of 870,404 of performance-based awards 1,145,933 cliff vest at the endwere granted, of which 435,202 of the three years and 12,865 cliffawards vest at the end of forty months. Included in the performance-based awards are 786,639 RSUs for which vesting is determined based on a relative Total StockholderShareholder Return (“TSR”("TSR") calculation overand 435,202 of the applicable measurement period.awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2026 based on the actual 2025 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 useused a Monte Carlo simulation to determine the weighted average grant date fair value. A totalvalue of 1,225,697 RSUs$22.43. The following weighted average assumptions were granted, pursuantutilized to an Integration Incentive Award program (the “Integration Incentive Award”) established in connection withvalue the Cristal Transaction, to certain executive officers and managers with significant integration accountability. If the Cristal Transaction does not close by July 1, 2018, then the Integration Incentive Award granted will be cancelled.TSR grants:

2023
Dividend yield— %
Expected historical volatility67.1 %
Risk free interest rate4.47 %
Expected life (in years)3
The following table presents a summary of activity for the nine months endedunrecognized compensation cost associated with all unvested awards at September 30, 2017

  
Number of
Shares
  
Weighted Average
Grant Date
Fair Value
 
Outstanding, January 1, 2017  5,587,331  $7.19 
Granted  2,944,267   17.19 
Vested  (2,378,609)  9.52 
Forfeited  (604,918)  9.81 
Outstanding, September 30, 2017  5,548,071  $11.22 
Expected to vest, September 30, 2017  5,797,277  $9.83 

At September 30, 2017, there2023 was $35 million, of unrecognized compensation expense related to unvested RSUs, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 2.0approximately 2 years. The weighted-average grant-date fair value
During the three months ended September 30, 2023 and 2022, we recorded $4 million and $7 million, respectively, of RSUs granted duringstock compensation expense. During the nine months ended September 30, 20172023 and 2016 was $17.19 per share2022, we recorded $15 million and $4.04 per share,$21 million of stock compensation expense, respectively. The total fair value of RSUs that vested during the nine months ended September 30, 2017 was $23 million.
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Options18.    Pension and Other Postretirement Healthcare Benefits

The following table presents a summary of activity for the nine months ended September 30, 2017:

  
Number of
Options
  
Weighted
Average
Exercise
Price
  
Weighted
Average
Contractual
Life (years)
  
Intrinsic
Value
 
Outstanding, January 1, 2017  1,970,481  $21.19   6.38  $— 
Exercised  (45,753)  19.32         
Forfeited  (4,273)  21.98         
Expired  (93,101)  21.58         
Outstanding, September 30, 2017  1,827,354  $21.21   4.62  $2 
Expected to vest, September 30, 2017  789  $22.69   7.27  $— 
Exercisable, September 30, 2017  1,826,560  $21.21   4.61  $2 

The aggregate intrinsic values in the table represent the total pre-tax intrinsic value (the difference between our share price at the indicated dates and the options’ exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at the end of the period. The amount will change based on the fair market value of our stock. The total intrinsic value of options exercised during the three and nine months ended September 30, 2017 was less than $1 million. No options were exercised during the three and nine months ending September 30, 2016 and consequently, there was no related intrinsic value. We issue new shares upon the exercise of options. During the three and nine months ended September 30, 2017, we received approximately $1 million in cash for the stock options exercised. As there were no stock options exercised during the three and nine months ended September 30, 2016, no cash was received.

At September 30, 2017, we had no unrecognized compensation expense related to options, adjusted for estimated forfeitures. We did not issue any options during the nine months ended September 30, 2017.

T-Bucks Employee Participation Plan (“T-Bucks EPP”)

During 2012, we established the T-Bucks EPP for the benefit of certain qualifying employees of our South African subsidiaries. We funded a T-Bucks Trust (the “Trust”) with R124 million (approximately $15 million), which was used to acquire Class A Shares. On  May 31, 2017, the shares held by the Trust became fully vested. The Trust sold 546,403 shares in June 2017 on behalf of the participants who elected to receive cash. The remaining participants elected to receive shares.

Long-Term Incentive Plan (“LTIP”)

We have a LTIP for the benefit of certain qualifying employees of Tronox subsidiaries in South Africa and Australia. The LTIP is classified as a cash-settled compensation plan and is re-measured to fair value at each reporting date. We did not have an outstanding liability for LTIP at both September 30, 2017 and December 31, 2016.

17.Pension and Other Postretirement Healthcare Benefits

We sponsor a noncontributory defined benefit retirement plan in the U. S., the qualified retirement plan (the “U.S. Qualified Retirement Plan”). We also have a collective defined contribution plan (a multiemployer plan) in the Netherlands, and a postretirement healthcare plan in South Africa. We had a defined benefit retirement plan in the Netherlands which was settled in the fourth quarter of 2016.

We sponsored a noncontributory defined benefit plan that covered eligible employees of Alkali which became effective from the acquisition date of Alkali, on April 1, 2015 (the “Alkali Qualified Plan”). Our obligations under the Alkali Qualified Plan transferred with the Sale and $5 million in actuarial losses and prior service costs previously included in “Accumulated other comprehensive loss” were recognized as a loss within “Income (loss) from discontinued operations, net of tax” on the Statement of Operations in the third quarter of 2017.
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The components of net periodic cost associated with our U.S. Qualified Retirement Plan and The Netherlands defined benefit planforeign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Net periodic cost:            
Service cost $—  $—  $—  $— 
Interest cost  3   5   11   15 
Expected return on plan assets  (4)  (5)  (11)  (15)
Net amortization of actuarial loss and prior service credit  1   —   2   1 
Curtailment gain (loss)  —   (1)  —   (1)
Total net periodic cost $—  $(1) $2  $— 

follows:
PensionsPensions
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net periodic cost:
Service cost$— $1 $2 $3 
Interest cost5 4 13 11 
Expected return on plan assets(5)(6)(15)(18)
Net amortization of actuarial loss and prior service credit— 1 — 3 
Total net periodic cost$— $— $— $(1)
The components of net periodic cost associated with theour postretirement healthcare plans was less than $1 million each forrecognized in the three and nine months ended September 30, 2017 and 2016. The componentsunaudited Condensed Consolidated Statements of net periodic cost associated with the postretirement healthcare plan was $1 million for each ofOperations were as follows:
Other Postretirement Benefit PlansOther Postretirement Benefit Plans
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net periodic cost:
Interest cost— 1 1 2 
Total net periodic cost$— $1 $1 $2 
During the nine months ended September 30, 2017 and 2016.

2023, 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 2023.
For each of the three and nine month periodsmonths ended September 30, 20172023 and 2016,2022, we contributed $1 million and $3$1 million, respectively, to Thethe Netherlands multiemployer plan,Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations. For the nine months ended September 30, 2023 and 2022, we contributed $4 million and $4 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statement of Operations.

18.19.    Related Parties

Tasnee / Cristal
ExxaroAt September 30, 2023, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, continues to own 37,580,000 shares of Tronox, or a 24% ownership interest.

We have service level agreementsOn May 9, 2018, we entered into an Option Agreement with ExxaroAMIC 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 researchPrimary and development that expired during the third quarter of 2017. Such service level agreements amounted to less than $1Downstream Industries in KSA will be contributed together with $322 million of expense during eachAMIC indebtedness (the “AMIC Debt”). The AMIC Debt would remain outstanding debt of the three monthsSPV upon exercise of the Option. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and nine months endedtonnage 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, pursuant to the Option Agreement and during its term, we agreed to lend AMIC and, upon the creation of the SPV, the SPV, up to $125 million for capital expenditures and operational expenses intended to facilitate the start-up of the Slagger (the “Tronox Loans”). At September 30, 20172023 and 2016, whichDecember 31, 2022, the outstanding Tronox Loans principal was included in “Selling, general$102 million and administrative expense” in$125 million, respectively. The loan principal, together with related accrued interest of $14 million and $13 million at
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September 30, 2023 and December 31, 2022, respectively, is recorded within “Other long-term assets” on the unaudited Condensed Consolidated Statements of Operations. Additionally, we had a professional service agreement with Exxaro related to the Fairbreeze construction project which ended in January 2017. Payments were nil and $1 million, respectively, to Exxaro relating to Fairbreeze duringBalance Sheet. For the three months ended September 30, 20172023 and 2016 and less than $1September 30, 2022, Tronox recorded $23 million and $2$20 million, respectively, duringfor feedstock material acquired from the Slagger. For the nine months ended September 30, 20172023 and 2016. These payments were capitalizedSeptember 30, 2022, the corresponding Slagger feedstock acquired was $102 million and included$43 million, respectively. The feedstock acquired is subsequently recorded in “Property, plant"Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. At September 30, 2023 and equipment, net” in ourDecember 31, 2022, amounts due related to Slagger feedstock acquired was $1 million and $14 million, respectively, which are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheets. Sheet.
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. In addition, the parties agreed that until September 30, 2023 all chloride slag produced by the Slagger will be 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 as set forth in the Second Amendment. The Renegotiation Period has now been extended until November 1, 2023. For the three months ended September 30, 2023, in-kind repayments of the Tronox Loans began and totaled $27 million. Full repayment of the Tronox Loans is required by January 2025 in either cash or in-kind through chloride slag deliveries. During the Renegotiation Period the Technical Services Agreement remains in effect to enable Tronox's continued support to AMIC regarding the Jazan smelter complex. 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.
Under the terms of the Technical Services Agreement, which we originally entered into with AMIC on March 15, 2018 and subsequently amended on May 13, 2020 and May 10, 2023, we provide project management support services for the Slagger. Under this amended arrangement, AMIC and its consultants are still responsible for engineering and construction of the Slagger while we provide technical advice and project management services including supervision and management of third party consultants intended to satisfy the Option Criteria. As compensation for these services, Tronox receives a management fee, which is subject to certain success incentives if and when the Slagger achieves the Option Criteria. Tronox recorded management fees of $2 million in "Other income, net" within the unaudited Condensed Consolidated Statement of Operations for the three months ended both September 30, 2023 and September 30, 2022. For the nine months ended both September 30, 2023 and September 30, 2022, corresponding management fees were $6 million. Tronox recorded remaining technical support fees received under the Technical Services Agreement for the three months ended both September 30, 2023 and September 30, 2022 of less than $1 million. Such fees are recorded in "Selling, general and administrative expenses" on the unaudited Consolidated Statement of Operations. Corresponding amounts for the nine months ended both September 30, 2023 and September 30, 2022 were $1 million. At September 30, 2023 and December 31, 2022, Tronox had a receivable due from AMIC related to the management fee and other technical support fees of $2 million and $2 million, respectively, that is recorded within “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheet.
At both September 30, 20172023 and December 31, 2016,2022, Tronox had a receivable due from Tasnee of $2 million which related primarily to pre-acquisition period tax matters in process with certain tax authorities which are reimbursable from Tasnee. This amount was recorded within “Other long-term assets” and "Prepaid and other assets" on the unaudited Condensed Consolidated Balance Sheet at September 30, 2023 and December 31, 2022, respectively.
On December 29, 2019, we hadentered 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.

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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 five and six years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. At September 30, 2023 and December 31, 2022, the outstanding balance of the note payable was $27 million and $30 million, respectively, of which $7 million and $7 million, respectively, was expected to be paid within the next twelve months. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the Consolidated Balance Sheet. During the three months ended both September 30, 2023 and September 30, 2022, Tronox recorded interest expense of less than $1 million of related party payables,to the MGT Loan, which wereis recorded in “Accounts payable”"Interest expense" on the Consolidated Statement of Operations. Corresponding amounts for the nine months ended both September 30, 2023 and September 30, 2022 were $1 million. During the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $2 million and $1 million, respectively, for MGT Loan repayments to Cristal which are recorded within "Net sales" on the unaudited Condensed Consolidated Statement of Operation. Corresponding MGT Loan repayments for the nine months ended September 30, 2023 and September 30, 2022 were $5 million and $2 million, respectively.

As a result of these transactions that we entered into related to the MGT assets, Tronox recorded $1 million and $1 million for purchase of chlorine gas from ATTM for the three months ended September 30, 2023 and September 30, 2022, respectively, and such amounts are subsequently recorded in our"Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. Corresponding amounts purchased for the nine months ended both September 30, 2023 and September 30, 2022 were $3 million. The amount due to ATTM at both September 30, 2023 and December 31, 2022, for the purchase of chlorine gas was $1 million, which is recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheets.

19.Segment Information

Segment performanceSheet. During the three months ended September 30, 2023 and September 30, 2022, Tronox recorded $11 million and $8 million, respectively, for MGT sales made to ATTM. Corresponding amounts for the nine months ended September 30, 2023 and September 30, 2022 were $34 million and $19 million, respectively. The MGT sales are recorded in “Net sales” on the unaudited Condensed Consolidated Statement of Operations. At September 30, 2023 and December 31, 2022, Tronox had a receivable from ATTM of $7 million and $6 million, respectively, from MGT sales that is evaluated basedrecorded within “Prepaid and other assets” on segment operating income (loss), which represents the results of segment operations before unallocated costs, such as general corporate expenses not identified to a specific segment, interest expense, other income (expense), net and income tax expense or benefit.

Net sales and income (loss) from operations by segment were as follows:

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2017  2016  2017  2016 
Net sales (TiO2)
 $435  $339  $1,234  $957 
TiO2 segment
 $75  $17  $168  $(12)
Corporate  (24)  (17)  (90)  (45)
Income (loss) from operations  51   —   78   (57)
Interest and debt expense, net  (47)  (46)  (140)  (138)
Gain on extinguishment of debt  (28)  —   (28)  4 
Other income (expense), net  12   (10)  5   (22)
Income (loss) from continuing operations before income taxes $(12) $(56) $(85) $(213)
unaudited Condensed Consolidated Balance Sheet.
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Item 2.Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox Limited’sHoldings 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, 2016.2022. 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,”“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, tax,taxes, depreciation and amortization (“EBITDA”) and 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.Snon-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 (loss) to EBITDA and Adjusted EBITDA is also provided herein.

Overview

We are a global leaderTronox 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 marketingthe 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 and titanium dioxide (“TiO2”) pigment.

TiO2 Segment

We operate three TiO2 pigment facilities at the following locations: Hamilton, Mississippi; Botlek, the Netherlands; and Kwinana, Western Australia, representing an aggregate annual TiO2 production capacitycreates meaningful quantities of approximately 465,000 metric tons. TiO2 is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications, including inks, fibers, rubber, food, cosmetics, and pharmaceuticals. Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO2 is considered to be a quality of life product, and some research indicates that consumption generally increases as disposable income increases. At present, it is our belief that there is no effective mineral substitute for TiO2 because no other white pigment has the physical properties for achieving comparable opacity and brightness, or can be incorporated as cost effectively. We also operate three separate mining operations: KwaZulu-Natal Sands located in South Africa, Namakwa Sands located in South Africa and Cooljarloo located in Western Australia.

Our TiO2 business includes the following:

Exploration, mining, and beneficiation of mineral sands deposits;

Production of titanium feedstock and its co-products (including chloride slag, slag fines, rutile, synthetic rutile and leucoxene),zircon, pig iron and zircon;
the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

•
Production and marketing of TiO2; and

Electrolytic manganese dioxide manufacturing and marketing, which is primarily focused on advanced battery materials and specialty boron products.
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Recent Developments

On February 21, 2017, Tronox Limited, The National Titanium Dioxide Company Ltd.,We are a public limited company organizedlisted on the New York Stock Exchange and are registered under the laws of the Kingdom of Saudi Arabia (“Cristal”),England and Cristal Inorganic Chemicals Netherlands Coöperatief   W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which we agreed to acquire Cristal’s titanium dioxide business for $1.673 billion in cash, subject to a working capital adjustment at closing (the “Cash Consideration”), plus 37,580,000 Class A ordinary shares (“Class A Shares”), par value $0.01 per share, of Tronox Limited (the “Cristal Transaction”). Following the closing of the Cristal Transaction, the Seller will own approximately 24% of the outstanding ordinary shares (including both Class A and Class B) of Tronox Limited.Wales.

The Transaction Agreement provides that we must pay to Cristal a termination fee of $100 million if all conditions to closing, other than the financing condition, have been satisfied and the Transaction Agreement is terminated because closing of the Cristal Transaction has not occurred by May 21, 2018. As a result of the refinancing (See Note 11 of notes to unaudited condensed consolidated financial statements), we expect to finance the Cristal Transaction with our cash on hand inclusive of restricted cash and liquidity from our asset-based syndicated revolving credit facility. The Cristal Transaction is also conditioned upon the receipt of various regulatory approvals, including antitrust clearance in numerous jurisdictions. On April 13, 2017, the U.S. Federal Trade Commission (“FTC”) issued a Second Request to the Company and Cristal in connection with its filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Tronox has substantially complied with the Second Request. The Cristal Transaction, which has been unanimously approved by our board of directors (the “Board”), is expected to close by the first quarter 2018, subject to regulatory approvals and satisfaction of customary closing conditions.

On September 1, 2017, we completed the previously announced sale of our wholly owned subsidiary Tronox Alkali Corporation (“Alkali”) to Genesis Energy, L.P. for proceeds of approximately $1.325 billion in cash, subject to a customary post-closing  working capital adjustment (the “Sale”). In connection with the Sale, we recognized a loss of $233 million, net of tax, during the three and nine months ended September 30, 2017. See Note 2. As a result of the Sale, Alkali’s results of operations have been reported as discontinued operations (see Note 2). We have agreed unconditionally to guarantee the indemnification and performance of the obligations of Tronox U.S. Holdings Inc. (“Tronox Holdings”), a subsidiary of Tronox Limited, under the stock purchase agreement (“Purchase Agreement”). Both Tronox Holdings and Genesis Energy, L.P. have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations. On October 2, 2017, at a special meeting of shareholders of the Company held pursuant to the Transaction Agreement, the Company’s shareholders approved a resolution to issue 37,580,000 Class A Shares to the Seller in connection with the acquisition of Cristal’s TiO2 business, and the resulting acquisition of interests in such Class A Shares by the Seller and certain other persons and entities, at the closing of such acquisition.

In 2012, our Class B ordinary shares (“Class B Shares”) were issued to Exxaro Resources Limited (“Exxaro”) and one of its subsidiaries in consideration for 74% of Exxaro’s South African mineral sands business. Exxaro has agreed not to acquire any voting shares of Tronox Limited if, following such acquisition, Exxaro will have a voting interest in Tronox Limited of 50% or more unless Exxaro brings any proposal to make such an acquisition to the Board on a confidential basis. In the event an agreement regarding the proposal is not reached, Exxaro is permitted to make a takeover offer for all the shares of Tronox Limited not held by affiliates of Exxaro, subject to certain non-waivable conditions. At September 30, 2017 and December 31, 2016, Exxaro held approximately 43% and 44%, respectively, of the voting securities of Tronox Limited. See Note 18 for additional information regarding Exxaro transactions. On March 8, 2017, Exxaro announced its intention to begin pursuing a path to monetize its ownership stake in Tronox over time. On October 10, 2017, Exxaro sold 22,425,000 Class A ordinary shares in an underwritten registered offering (the “Exxaro Share Transaction”). Subsequent to the Exxaro Shares Transaction, Exxaro held approximately 24% of the Company’s voting securities. Presently, Exxaro intends to sell the remainder of its Tronox shares in a staged process over time pursuant to the existing registration statement, subject to market conditions. Exxaro’s sale of Class A ordinary shares does not impact their 26% ownership interest in each of our Tronox KZN Sands (Pty) Ltd. and Tronox Mineral Sands (Pty) Ltd subsidiaries.

During the fourth quarter of 2016, we implemented various steps of an internal corporate reorganization plan to simplify our corporate structure and thereby improve operational, administrative, and commercial synergies within each of our operating segments (the “Corporate Reorganization”). As a result of the Corporate Reorganization, we reduced our cross jurisdictional financing arrangements, eliminated administrative activities and reversed the deferred tax assets related to intercompany interest deductions. The related withholding tax accrual amounts were also reversed as a result of the Corporate Reorganization. Additionally, we reduced our deferred tax assets related to loss carryforwards which will no longer be available to utilize. In connection with the Corporate Reorganization during the first quarter of 2017, Tronox Limited became managed and controlled in the U.K., with no additional impacts to the consolidated provision for income taxes due to the valuation allowances in various jurisdictions. See Note 3 of notes to our unaudited condensed consolidated financial statements for additional information.
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Business Environment

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

Our pigment business benefited from a global industry recovery that began inThird quarter revenue decreased 26% compared to the first quarter of 2016. To meet healthy demand, we operated our pigment plants at high utilization rates while matching pigment production volumes toprior year, driven by lower sales volumes and keeping inventory at or below normal levels. Global pigment pricing has rebounded with successive gains in each quarter sincelower selling prices of TiO2, zircon, and pig iron. For the firstthird quarter of 2016. We believe pigment inventories,2023 as compared to the third quarter of 2022, TiO2 volumes declined 14% across all regions and TiO2 average selling prices declined 5%, partially offset by a 2% favorable exchange rate impact. Zircon volumes declined 71% and average selling prices declined 3%. Revenue from other products decreased 24% from the third quarter of 2022 to the third quarter of 2023 primarily due to both lower sales volumes and lower average selling prices of pig iron, partially offset by higher sales of rare earths elements. Gross profit decreased for the third quarter of 2023 as compared to the third quarter of 2022 due to the unfavorable impact of sales volumes, unfavorable impact of selling prices and product mix as well as higher production costs and commodity costs. These unfavorable impacts were partially offset by favorable impacts of foreign currency on costs.
Sequentially, revenue decreased 17% in the aggregate, are at or below normal levels at both customerthird quarter of 2023 compared to the second quarter of 2023 primarily due to lower sales volumes and producer locations globally resultinglower selling prices of TiO2,Zircon and pig iron. TiO2 volumes decreased 5% and average selling price decreased 4% in the third quarter of 2023 as compared to the second quarter of 2023. Revenue from Zircon decreased 65% sequentially driven by a continued tight supply-demand balance. We continuedecrease of 61% in sales volumes and a 4% decrease in average selling prices. Other product
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revenues decreased 19% from the second quarter of 2023 to use a significant majoritythe third quarter of 2023 mainly due to lower sales volumes and lower average selling prices of pig iron, partially offset by higher sales of rare earth elements. Gross profit decreased from the second quarter of 2023 to the third quarter of 2023 primarily due to lower sales volumes as well as lower average selling prices of TiO2, Zircon and pig iron. These amounts were partially offset by favorable impacts of foreign currency on costs.
As of September 30, 2023, our total available liquidity was $726 million, including $246 million in cash and cash equivalents and $480 million available under revolving credit agreements. As of September 30, 2023, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 4.8x with approximately 64% of our high grade titanium feedstock for our pigment productioninterest rates fixed through 2028. The Company has no financial covenants on its term loan or bonds and continued to reduce our titanium slag inventories. In addition,only one springing financial covenant on its Cash Flow Revolver, which we do not expect zircon sales volumes in 2017 to exceed those of 2016 as we continue to ramp up production at our Fairbreeze mine to match market demand.

We continue to be uniquely tax-advantaged by favorable tax loss carry forwards and other favorable tax positions. We believe these tax-advantaged factors create opportunities fortriggered based on our operationscurrent scenario planning. Refer to benefit for years to come. See Note 311 of notes to our unaudited condensed consolidated financial statements for additional information.further details.


Condensed Consolidated Results of Operations from Continuing Operations

Three and Nine Months Ended September 30, 20172023 compared to the Three and Nine Months Ended September 30, 20162022

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2017  2016  Variance  2017  2016  Variance 
  (Millions of U.S. dollars) 
Net sales $435  $339  $96  $1,234  $957  $277 
Cost of goods sold  329   291   38   971   877   94 
Gross profit  106   48   58   263   80   183 
Selling, general and administrative expenses  (55)  (47)  (8)  (186)  (135)  (51)
Restructuring income (expense)  —   (1)  1   1   (2)  3 
Income (loss) from continuing operations  51   —   51   78   (57)  135 
Interest and debt expense, net  (47)  (46)  (1)  (140)  (138)  (2)
Gain (loss) on extinguishment of debt  (28)  —   (28)  (28)  4   (32)
Other income (expense), net  12   (10)  22   5   (22)  27 
Income (loss) from continuing operations before income taxes  (12)  (56)  44   (85)  (213)  128 
Income tax provision  (13)  (6)  (7)  (10)  (25)  15 
Net income (loss) from continuing operations $(25) $(62) $37  $(95) $(238) $143 

Three Months Ended September 30,
20232022Variance
Net sales$662 $895 $(233)
Cost of goods sold568 663 (95)
Gross profit94 232 (138)
Gross Margin14.2 %25.9 %(11.7) pts
Selling, general and administrative expenses62 69 (7)
Venator settlement— — — 
Income from operations32 163 (131)
Interest expense(42)(32)(10)
Interest income4 2 2 
Loss on extinguishment of debt— — — 
Other income, net— 8 (8)
(Loss) income before income taxes(6)141 (147)
Income tax (provision) benefit(8)(18)10 
Net (loss) income$(14)$123 $(137)
Effective tax rate(133)%13 %
EBITDA (1)
$99 $237 $(138)
Adjusted EBITDA (1)
$116 $247 $(131)
Adjusted EBITDA as % of Net Sales17.5 %27.6 %(10.1) pts
_______________
(1)EBITDA and Adjusted EBITDA 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 from operations.
Net sales of $662 million for the three months ended September 30, 2017 increased2023 decreased by 28%26%, compared to $895 million for the same period in 2016 due to higher selling prices for Pigment of $53 million, Zircon of $8 million and Pig Iron of $4 million. Higher volume and product mix for CP Slag of $12 million, Zircon of $4 million, Pig Iron of $8 million and Ilmenite of $2 million also contributed to the increase in net sales. There was also a favorable change in foreign currency translation of $5 million resulting from Pigment Sales. Volumes and product mix for Pigment were relatively flat.

Net sales for the nine months ended September 30, 2017 increased by 29% compared to the same period in 20162022. The decrease is primarily due to the impactlower sales volumes of higher selling prices for PigmentTiO2 and Zircon.
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Net sales by type of $7 million, Pig Iron of $11 million, Natural Rutile of $1 million and Ilmenite of $3 million. Higher volume and product mix for Pigment of $35 million, CP Slag of $34 million, Zircon of $24 million, Pig Iron of $6 million, Natural Rutile of $2 million and Ilmenite of $9 million also contributed to the increase in net sales for the nine months ended September 30, 2017. The impact from foreign currency translation versus the same period in 2016 was insignificant.

Our gross profit margin for the three months ended September 30, 20172023 and 2022 were as follows:
Three Months Ended September 30,
20232022VariancePercentage
TiO2
$558 $673 $(115)(17)%
Zircon33 128 (95)(74)%
Other products71 94 (23)(24)%
Total net sales$662 $895 $(233)(26)%
For the three months ended September 30, 2023, TiO2 revenue was 24%lower by 17% or $115 million compared to the prior year quarter primarily due to a decrease of $90 million in sales volumes and a decrease of $36 million in average selling prices. Foreign currency positively impacted TiO2 revenue by $11 million primarily due to the strengthening of the Euro. Zircon revenue decreased $95 million primarily due to a 71% decrease in sales volumes and 3% decrease in average selling prices. Other products revenues decreased $23 million from the year-ago quarter primarily due to a decrease in sales volumes of both pig iron and rare earths elements.
Gross profit of $94 million was 14.2% of net sales compared to 14% for25.9% of net sales in the same periodyear-ago quarter. The decrease in 2016. The increase of $58 million wasgross margin is primarily due to higher selling pricesto:
•the net unfavorable impact of $68 million, higher volumes and7 points due to product mix and higher production and commodity costs,
•the unfavorable impact of $3 million,2 points due to increased cost structures and idle facility charges, partially offset by
•the net favorable impact of higher production costs of $6 million and unfavorable3 points due to changes in foreign currency translationexchange rates, primarily as a result of $7 million primarily from the South African Rand and Australian Dollar.dollar.
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Our gross profit margin for the nine months ended September 30, 2017 was 21% of net sales compared to 8% of net sales during 2016. The increase of $183 million was6 points primarily due to highera decrease in TiO2 and Zircon selling prices of $169 million, higher volumes and product mix of $30 million, the impact of lower production costs of $24 million due primarily to the benefits of vertical integration, offset by unfavorable changes in foreign currency translation of $40 million primarily from the Rand and Australian dollar.prices.


Selling, general and administrative expenses increaseddecreased by 17%$7 million or 10% during the three months ended September 30, 20172023 compared to the same period of the previous year.  Included in SG&A are $24 million and $17 million of corporate expenses for the three months ended September 30, 2017 and 2016, respectively.  The $7 million increase in corporate expenses compared to the same period in 2016 was mainly due to higher professional fees of $13 million related to the Cristal Transaction offset by $5 million of Alkali transactional expenses that were reclassified to discontinued operations. Also contributing to the charge were higher other general and administrative costs of $2 million, and a reduction of employee stock-based and other compensation costs of $3 million.  SG&A costs associated with our TiO2 activities increased $1 million from the prior year period due primarily to unfavorable changesdriven by a $3 million decrease in foreign currency translation of $1 million.employee costs. The remaining net decrease was driven by individually immaterial amounts.


Selling, general and administrative expenses increased by 38% during the nine months ended September 30, 2017 compared to the same period of the previous year.  Included in SG&A are $91 million and $45 million of corporate expenses for the nine months ended September 30, 2017 and 2016, respectively.  The $45 million increase in corporate expenses was due to higher professional fees of $33 million related to the Cristal Transaction, higher employee stock-based and other compensation costs of $10 million and higher other general and administrative costs of $3 million. Restructuring costs decreased by $1 million during the period.   SG&A costs associated with our TiO2 activities increased $5 million from the prior year period due primarily to higher employee stock-based and other compensation costs and unfavorable changes in foreign currency translation.

Income from operations for the three months ended September 30, 20172023 was $51 million, $75 million from our TiO2 activities offset by $24 million of corporate expenses.  Income from operations for the three month period ended September 30, 2016 was $0, $17 million from our TiO2 activities offset by $17 million of corporate expenses.  Income from our TiO2 activities increased by $58$32 million compared to $163 million in the same period in 2016prior year period. The decrease of $131 million was primarily due to an increase in gross profitthe lower sales volumes and selling prices of $58 millionTiO2 and Zircon as well as higher production costs and unfavorable product mix partially offset by lower SG&A expenses as discussed above.
Adjusted EBITDA as a $1 million increase in selling, general and administrative expenses and a $1 million decrease in restructuring costs. Corporate general and administrative expensespercentage of net sales was 17.5% for the three months ended September 30, 2017 increased2023 as compared to 27.6% from the prior year primarily due to the lower gross margin as a result of higher production costs and unfavorable product mix as well as lower selling price as discussed above.
Interest expense for the reasons noted abovethree months ended September 30, 2023 increased by $10 million compared to the same period of 2022 primarily due to the increase in the effective interest rates on our long-term debt facilities and higher average outstanding debt balances on our short-term debt facilities period over period.
Other income, net for the three months ended September 30, 2023 primarily consisted of approximately $1 million of net realized and unrealized foreign currency gains and approximately $2 million associated with the monthly technical service fee relating to the Jazan slagger we receive from AMIC offset by other individually immaterial amounts totaling approximately $3 million.
We have established a full valuation allowance related to the total net deferred tax assets in Australia, and we continue to maintain full valuation allowances related to the total net deferred tax assets in Switzerland 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.
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The effective tax rate was (133)% and 13% for the three months ended September 30, 2023 and 2022, respectively. The effective tax rates for the three months ended September 30, 2023 and 2022 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.

Nine Months Ended September 30, 2023 compared to the Nine Months Ended September 30, 2022
Nine Months Ended September 30,
20232022Variance
Net sales$2,164 $2,805 $(641)
Cost of goods sold1,780 2,078 (298)
Gross profit384 727 (343)
Gross Margin17.7 %25.9 %(8.2) pt
Selling, general and administrative expenses206 220 (14)
Venator settlement— 85 (85)
Income from operations178 422 (244)
Interest expense(113)(92)(21)
Interest income10 6 4 
Loss on extinguishment of debt— (21)21 
Other income, net6 12 (6)
Income before income taxes81 327 (246)
Income tax (provision) benefit(339)187 526 
Net (loss) income$(258)$514 $(772)
Effective tax rate419 %(57)%
EBITDA (1)$390 $614 $(224)
Adjusted EBITDA (1)$430 $762 $(332)
Adjusted EBITDA as % of Net Sales19.9 %27.2 %(7.3) pt
_______________
(1)EBITDA and Adjusted EBITDA 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 from operations.
Net sales of $2,164 million for the SG&A expenses.nine months ended September 30, 2023 decreased by 23% compared to $2,805 million for the same period in 2022. The decrease is primarily due to decreases in sales volumes of both TiO2 and Zircon.

Net sales by type of product for the nine months ended September 30, 2023 and 2022 were as follows:
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Nine Months Ended September 30,
20232022VariancePercentage
TiO2
$1,729 $2,215 $(486)(22)%
Zircon200 346 (146)(42)%
Other products235 244 (9)(4)%
Total net sales$2,164 $2,805 $(641)(23)%
For the nine months ended September 30, 2023, TiO2 revenue was lower by 22% or $486 million compared to the prior year period. TiO2 revenue decreased primarily due to a decrease of $481 million in sales volumes and a decrease of $12 million in average selling prices. Foreign currency positively impacted TiO2 revenue by $7 million due to the strengthening of the Euro. Zircon revenues decreased $146 million primarily due to a 46% decrease in sales volumes partially offset by a 3% increase in average selling prices. Other products revenues decreased $9 million primarily due to decrease in sales volumes of both pig iron and rare earths elements.
Gross margin of $384 million was 17.7% of net sales compared to 25.9% of net sales in the year-ago period. The decrease in gross margin is primarily due to:
•the net unfavorable impact of 8 points due to product mix and higher production and commodity costs,
•the unfavorable impact of 2 points due to increased cost structures and idle facility charges, partially offset by
•the net favorable impact of 3 points due to changes in foreign exchange rates, primarily due to the South African Rand and Australian dollar, and
•the unfavorable impact of 1 point primarily due to a decrease in TiO2 and Zircon selling prices.

Selling, general and administrative expenses decreased by $14 million or 6% during the nine months ended September 30, 2023 compared to the same period of the prior year primarily driven by a $5 million decrease in employee costs, $2 million decrease in travel and entertainment expenses and lower amortization cost of $2 million. The remaining net decrease was driven by individually immaterial amounts.
Income from operations for the nine months ended September 30, 20172023 was $78 million, $168 million from our TiO2 activities offset by $90 million of corporate expenses, $91 million of SG&A and a $1 million reversal of restructuring expense.  Loss from operations for the nine month period ended September 30, 2016 was $57 million, a $12 million loss from our TiO2 activities and $45 million of corporate expenses.  Income from our TiO2 activities increased by $180$178 million compared to income from operations of $422 million in the same period in 2016prior year period. The decrease of $244 million was primarily due to an increasethe Venator settlement of $85 million in gross profitthe prior year period, lower sales volumes and selling price of $183 millionTiO2 and Zircon as well as the higher production costs and unfavorable product mix partially offset bylower SG&A expenses as discussed above.
Adjusted EBITDA as a $5 million increase in selling, general and administrative expenses and a $2 million decrease in restructuring costs.  Corporate general and administrative expensespercentage of net sales was 19.9% for the nine months ended September 30, 2017 increased2023, a decrease of 7.3 points from 27.2% in the prior year. The lower gross margin as a result of higher production costs and unfavorable product mix as well as lower selling price as discussed above were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.
Interest expense for the reasons noted above in the discussion of the SG&A expenses.

Interest and debt expense, net for the three and nine months ended September 30, 2017 was consistent with2023 increased by $21 million compared to the same period of 2016. See Note 11 of notes2022 primarily due to unaudited condensed consolidated financial statements.

Gain (loss)the increase in the effective interest rates on our long-term debt extinguishment - See Note 11 of notes to unaudited condensed consolidated financial statements.

facilities and higher average outstanding debt balances on our short-term debt facilities period over period.
Other income, (expense), net for the three months ended September 30, 2017 primarily consisted of a net realized and unrealized foreign currency gain of $9 million and interest income of $3 million. Other income (expense), net for the three months ended September 30, 2016 primarily consisted of a net realized and unrealized foreign currency loss of $15 million, offset by a gain on sale of inventory produced during the commissioning phase of our Fairbreeze mine of $3 million and interest income of $1 million.

Other income (expense), net for the nine months ended September 30, 20172023 primarily consisted of interestapproximately $7 million of net realized and unrealized foreign currency gains and approximately $6 million associated with the monthly technical service fee relating to the Jazan slagger we receive from AMIC partially offset by individually immaterial amounts totaling $7 million.
We have established a full valuation allowance related to the total net deferred tax assets in Australia, and we continue to maintain full valuation allowances related to the total net deferred tax assets in Switzerland 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 $5 million. Other income (expense), net duringcurrent tax payments. Additionally, we have valuation allowances against other specific tax assets.
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The effective tax rate was 419% and (57)% for the nine months ended September 30, 2016 primarily consisted of a net realized2023 and unrealized foreign currency loss of $28 million, partially offset2022, respectively. The effective tax rates for the nine months ended September 30, 2023 and 2022 are impacted by a gain on salevariety of inventory produced duringfactors 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 commissioning phaseU.K. statutory rate. The effective tax rate for the nine months ended September 30, 2023 was significantly impacted by the $293 million deferred tax expense from the recording of our Fairbreeze mine of $3additional valuation allowance in Australia. Refer to Note 3 for additional information relating to these valuation allowance movements.
Other Comprehensive Loss
Other comprehensive loss was $20 million and interest income of $2 million.
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Duringin the three months ended September 30, 2017 we sold the Alkali segment2023 as compared to other comprehensive loss of our operations.  The Alkali results are now shown as discontinued operations and are not included$115 million in the tabular results above.  The effective tax rate for the three months ended September 30, 2017 differs from both2022. The change is primarily due to the unfavorable foreign currency translation adjustments of $27 million in the three months ended September 30, 2016, and2023 as compared to unfavorable foreign currency translation adjustments of $122 million in the prior year period. In addition, we recognized a net gain on derivative instruments of $7 million in the three months ended September 30, 2023 as compared to a net gain on derivative instruments of $6 million in the prior year period.
Other comprehensive loss was $56 million in the nine months ended September 30, 2017 primarily due2023 as compared to the discrete resultsother comprehensive loss of reporting$146 million in the effects of this sale.

The effective tax rate for the three and nine months ended September 30, 2017 differs from the U.K. statutory rate of 19%2022. The change is primarily due to valuation allowances and incomethe unfavorable foreign currency translation adjustments of $70 million in foreign jurisdictions taxed at rates different than 19%. The effective tax rate for the three and nine months ended September 30, 2016 differs from2023 as compared to the Australian statutory rateunfavorable foreign currency translation adjustments of 30% primarily due to valuation allowances, income$175 million in foreign jurisdictions taxed at rates lower than 30%, and withholding tax accrualsthe prior year period. In addition, we recognized a net gain on interest income. The income tax provision forderivative instruments of $14 million in the three and nine months ended September 30, 2017 differs from2023 as compared to a net gain on derivative instruments of $27 million in the income tax provision for the three and nine months ended September 30, 2016 due to withholding tax accruals on interest income which we made during 2016.prior year period.

Liquidity and Capital Resources

The following table presents our liquidity as of September 30, 20172023 and December 31, 2016:2022:

  
September 30,
2017
  
December 31,
2016
 
Cash and cash equivalents $1,058  $248 
Available under the Wells Fargo Revolver  238   — 
Available under the UBS Revolver  —   190 
Available under the ABSA Revolver  —   95 
Total $1,296  $533 

September 30, 2023December 31, 2022
(Millions of U.S. dollars)
Cash and cash equivalents$246 $164 
Available under the Cash Flow Revolver343 300 
Available under the Standard Credit Facility53 59 
Available under the Emirates Revolver61 60 
Available under the SABB Facility17 19 
Available under the Bank Itau Facility$6 $6 
Total$726 $608 
Historically, we have funded our operations and met our commitments through cash generated by operations. During 2012, 2015operations, issuance of unsecured notes, bank financings and 2017,borrowings under lines of credit. In the next twelve months, we issued a $900 million aggregate principal, 6.375% senior notes due 2020 at par value (the “Senior Notes due 2020”) which was redeemed duringexpect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the third quarter of 2017, a $600 million aggregate principal amount, 7.50% senior notes due 2022 (the “Senior Notes due 2022”) and a 5.75% senior notes due 2025 for an aggregate principal amount of $450 million (the “Senior Notes due 2025”), respectively. Additionally, during 2013 and 2017 we obtained a $1.5 billion senior secured term loan (the “ Prior Term Loan”) which was repaid during the third  quarter of 2017 and a $2.2 billion new senior secured first lien term loan facility (the “New Term Loan Facility”), respectively. Seeability to borrow under our short-term credit facilities (see Note 11 of notes to unaudited condensed consolidated financial statements. In connection withstatements). 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 Cristal Transaction,ongoing Russia and Ukraine conflict and any expansion of such conflict, and supply chain disruptions. If negative events occur in the future, we refinancedmay need to reduce our capital spend, cut back on operating costs and increasedother items within our credit facilities lowering our cost of debtcontrol to maintain adequate liquidity.
Working capital (calculated as current assets less current liabilities) was $1.5 billion at September 30, 2023 and extended the portfolio’s weighted average years to maturity. Additionally, we improved our mix of secured and unsecured debt and achieved more favorable covenants. See Note 11 of notes to unaudited condensed consolidated financial statements.

$1.1 billion at December 31, 2022.
As of September 30, 2023, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 17% of our total consolidated liabilities and forapproximately 38% of our total consolidated assets. For both the three and nine months ended September 30, 2017,2023, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 23%40% and
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Table of our total consolidated liabilities, approximately 40% of our total consolidated assets, approximately 19%Contents
42%, respectively, of our total consolidated net salessales. For the three and approximately 38%nine months ended September 30, 2023, the non-guarantor subsidiaries of our ConsolidatedSenior Notes due 2029 represented approximately 44% and 53%, respectively, of our consolidated EBITDA (as such term is defined in the 20252029 Indenture). In addition, as of September 30, 2017,2023, our non-guarantor subsidiaries had $881$667 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 20252029 Notes. See Note 11 of notes to unaudited condensed consolidated financial statements.

At September 30, 2017,2023, we had outstanding letters of credit and bank guarantees and performance bonds, seeof $108 million. See Note 1315 of notes to unaudited condensed consolidated financial statements.

In the next twelve months, we expect that our operations and available borrowings under our revolving credit agreements will provide sufficient cash to fund our operating expenses, capital expenditures, interest payments, debt repayments, and dividends. Working capital (calculated as current assets of continuing operations less current liabilities of continuing operations) was $2.2 billion at September 30, 2017 compared to $614 million at December 31, 2016, an increase of $1.6 billion, which is primarily due to the sale of the Alkali business, the debt refinancing and cash provided by continuing operations of $94 million, partially offset by dividends paid of $17 million and capital expenditures of $63 million.

Principal factors that could affect the availability of our internally-generated funds include (i) the deterioration of our revenues; (ii) an increase in our expenses; or (iii) changes in our working capital requirements. See Note 1 to notes to condensed consolidated financial statements.
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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; orand (vi) volatility in public debt and equity markets.

As ofDuring the three months ended September 30, 2017,2023, our credit rating with Moody’s andremained unchanged at Ba3 stable outlook. Our Standard & Poor’sPoor's rating also remained the same at B plus (+) but the outlook was B1 stable outlook and B stable outlook, respectively. Onchanged on August 24, 2017, Standard & Poor’s upgraded our outlook7, 2023 from positive to B stable outlook from B negative outlook. On September 7, 2017, Moody’s upgraded our corporate credit ratingstable. See Note 11 of notes to B1 stable outlook from B2 negative outlook. At September 30, 2017, we have sufficient borrowings available and have no significant principal payments on debt due until 2022.

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 September 30, 2017,2023, our cash and cash equivalents were primarily invested in money market funds.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 generally 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 and various mine development projects, continued reductions in our debt, continued dividends and share repurchases.
Repatriation of Cash

At September 30, 2017,2023, we held $1.7 billion$246 million in cash and cash equivalents and restricted cash in these respective jurisdictions: $31$30 million in Europe, $75$112 million in the United States, $29 million in Australia, $145$19 million in Brazil, $37 million in South Africa, $8 million in Saudi Arabia, and $1.5 billion$11 million in the U.S.China. Our credit facilities limit transfers of funds from subsidiaries in the U.S.United States to certain foreign subsidiaries.

At September 30, 2023, Tronox Limited hasHoldings plc had foreign subsidiaries with positive undistributed earnings. Although we would not be subject to income tax on these earnings, at September 30, 2017. Wewe 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 deferred taxestax related to these undistributed earnings. The Company has removed its assertion that earnings because theyin China are considered to be indefinitely reinvested, and the withholding tax accruals for potential repatriations from that jurisdiction are now reflected in the foreign jurisdictions.effective tax rate.

Cash Dividends on Class A and Class B Shares

Stock Repurchases
On November 8, 2017,9, 2021, the Company's Board declared a quarterly dividend of $0.045 per shareDirectors authorized the repurchase of up to holders$300 million of the Company's stock through February 2024. During the three and nine months ended September 30, 2023, we made no repurchases of the Company's stock. Under the authorization from our Class A Shares and Class B Shares at the closeBoard of business on November  20, 2017, totaling $5Directors, we have approximately $251 million which will be paid on   December 1, 2017. See Note 14available for additional repurchases through February 2024.
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Table of notes to unaudited condensed consolidated financial statements for declared and paid quarterly dividends by quarter.Contents

Debt Obligations

At of September 30, 2023, we have no principal balance outstanding on any of our short-term debt facilities. Refer to Note 11 for further details.
At September 30, 20172023 and December 31, 2016,2022, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.5 billion, respectively. At September 30, 2023 and December 31, 2022, our net debt (the excess of our debt over cash and cash equivalentsequivalents) was $2.1$2.6 billion and $2.8 billion, respectively.

We did not have an outstanding balance on our short-term debt at September 30, 2017 and had $150 million of such debt at December 31, 2016. At September 30, 2017 and December 31, 2016, our long-term debt, net of an unamortized discount was $3.2 billion and $2.9$2.4 billion, respectively. See Note 11 of notes to unaudited condensed consolidated financial statements.
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 specific debt information.further details regarding this off-balance sheet program.
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Cash Flows

The following table presents cash flow for the periods indicated:
Nine Months Ended September 30,
20232022
(Millions of U.S. dollars)
Cash provided by operating activities$74 $358 
Cash used in investing activities(199)(311)
Cash provided by (used in) financing activities207 (184)
Effects of exchange rate changes on cash and cash equivalents— (4)
Net increase (decrease) in cash and cash equivalents$82 $(141)

  Nine Months Ended September 30, 
  2017  2016 
  (Millions of U.S. dollars) 
Net cash provided by operating activities $94  $13 
Net cash provided by (used in) investing activities  612   (58)
Net cash provided by (used in) financing activities  20   (68)
Net cash provided by discontinued operations  82   83 
Effect of exchange rate changes on cash  2   3 
Net increase (decrease) in cash and cash equivalents $810  $(27)

Cash Flows provided by Operating Activities —Net Cash provided by operating activities of $74 million is primarily driven by $317 million of net loss adjusted for non-cash items offset by a net cash outflow of $243 million related to changes in assets and liabilities. The following table provides our net cash provided by operating activities for the nine months ended
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September 30, 2017 increased2023 and 2022:
Nine Months Ended September 30,
20232022
(Millions of U.S. dollars)
Net loss (income)$(258)$514 
Adjustments for non-cash items575 59 
Income related cash generation317 573 
Net change in assets and liabilities(243)(215)
Cash provided by operating activities$74 $358 
Net cash from operating activities decreased by $81$284 million comparedyear-over-year from net cash provided by operations of $358 million in the prior year to net cash provided by operating activities of $74 million during the same period in 2016current year. This decrease was generated primarily due to a use of cash for working capital items of $211 million due to higher working capital needs including increased inventories including purchases of Jazan slag and lower accounts payable in the current year as compared to cash earnings.used from working capital items of $166 million in the prior year.

Cash Flows provided by (used in)used in Investing Activities —Net cash provided byused in investing activities for the nine months ended September 30, 20172023 was $612$199 million as compared to cash used in investing activities of $58$311 million for the same period in 2016. The increase was2022 primarily due to lower capital expenditures of $202 million during the proceeds of $1.325 billion received from the Sale, partially offset by the $650current year as compared to $314 million Blocked Term Loan under the New Term Loan Facility which is included in “Restricted cash” in the Condensed Consolidated Balance Sheets atprior year as the development of the Atlas Campaspe mine was completed in the nine months ended September 30, 2017. Capital expenditures were $4 million higher compared to the same period in 2016.2023.

Cash Flows provided by (used in) Financing Activities —Net cash provided by financing activities of $20 million during the nine months ended September 30, 20172023 was primarily attributable$207 million as compared to cash used in financing activities of $184 million for the proceeds from long-term debt of $2.6 billion, partially offset by repayments of short term and long term debt of $2.5 billion, debt issuance costs of $36 million and a call premium payment of $14 million.nine months ended September 30, 2022. The nine months ended September 30, 2017 also included2023 was primarily comprised of the proceeds from the 2023 Term Loan Facility of $347 million partially offset by $69 million used to pay dividends paid of $17 million and $11$55 million of restricted stock and performance-based shares settled in cashtotal repayments offset by draw downs on several of our short-term debt facilities for taxes. Net cash used in financing activities of $68 million during thegeneral corporate purposes. The nine months ended September 30, 20162022 was primarily attributable to dividendscomprised of the early redemption of the 6.5% Senior Secured Notes due 2025 of $500 million and a related call premium paid of $40$18 million. These repayments were offset by net proceeds from the new 2022 Term Loan Facility of $396 million. We also drew down $85 million on our Cash Flow Revolver and principal repayments on long-term debtsubsequently repaid $20 million in the prior year period. Additionally, in the prior year period, $50 million was used in the repurchase of $27 million.the Company's stock as part of our previously announced share repurchase program and $60 million was used to pay dividends.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of September 30, 2017:2023:
Contractual Obligation
Payments Due by Year (3)(4)
TotalLess 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)
$3,749 221 406 1,610 1,512 
Purchase obligations (2)
2,273 239 313 400 1,321 
Operating leases225 31 43 31 120 
Asset retirement obligations and environmental liabilities(5)
430 21 41 48 320 
Total$6,677 512 803 2,089 3,273 

 
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)
 $4,262  $178  $373  $931  $2,780 
Purchase obligations (2)
  399   134   109   55   101 
Operating leases  44   19   12   6   7 
Asset retirement obligations  82   4   5   5   68 
Total $4,787  $335  $499  $997  $2,956 
__________________
(1)We calculated the New Term Loan Facility interest at a base rate of 1.3% plus a margin of 3.0%. See Note 11 of notes to unaudited condensed consolidated financial statements.

(2)Includes obligations to 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 2017. 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.

(3)The table above 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 above excludes commitments pertaining to our pension and other postretirement obligations.
(1)We calculated the Term Loan Facility interest at a LIBOR plus a margin of 2.50%, the 2022 Term Loan Facility at a SOFR plus a margin of 3.25% and the 2023 Term Loan Facility at a SOFR plus a margin of 3.50%. See Note 11 of notes to our unaudited condensed consolidated financial statements.
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(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 2023. 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.
(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, and Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net income 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 attributable to Tronox as net (loss) income 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 (loss) income 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, isAdjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox 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.Snon-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, and Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox differently than we do, EBITDA, and Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, 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•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•provide useful information in understanding and evaluating our operating results and comparing financial results across periods;
and

Provide•provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring, or non-recurring in nature;
occurring.

Assist investors in assessing our compliance under our debt instruments; and

Adjusted EBITDA is one ofThese 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.

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The following table reconciles net loss(loss) income to EBITDA and Adjusted EBITDA for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(Millions of U.S. dollars)
Net (loss) income (U.S. GAAP)$(14)$123 $(258)$514 
Interest expense42 32 113 92 
Interest income(4)(2)(10)(6)
Income tax provision (benefit)8 18 339 (187)
Depreciation, depletion and amortization expense67 66 206 201 
EBITDA (non-U.S. GAAP)99 237 390 614 
Share-based compensation (a)4 7 15 21 
Venator settlement (b)— — — 85 
Loss on extinguishment of debt (c)— — — 21 
Foreign currency remeasurement (d)(1)(5)(7)(1)
Other items (e)14 8 32 22 
Adjusted EBITDA (non-U.S. GAAP)$116 $247 $430 $762 
(a) Represents non-cash share-based compensation. See Note 17 of notes to unaudited condensed consolidated financial statements.
(b) Represents breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the unaudited Condensed Consolidated Statements of Operations.
(c) 2022 amount represents the loss in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022.
(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) Includes noncash pension and postretirement costs, asset retirement obligation remeasurements, asset write-offs, accretion 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 (loss) income attributable to Tronox to Adjusted net income attributable to Tronox for the periods presented:
  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
  
(Millions of U.S. dollars)
 
Net income (loss), (U.S GAAP), $(241) $(39) $(274) $(183)
Income (loss) from discontinued operations, net of tax (see Note 2), (U.S GAAP),  (216)  23   (179)  55 
Net income (loss) from continuing operations, (U.S GAAP),  (25)  (62)  (95)  (238)
Interest and debt expense, net  47   46   140   138 
Interest income  (3)  —   (5)  (2)
Income tax provision  13   6   10   25 
Depreciation, depletion and amortization expense  45   45   136   131 
EBITDA (non-U.S. GAAP)  77   35   186   54 
Share based compensation (a)
  5   8   26   18 
Transaction costs (b)
  13   —   33   — 
Restructuring (income) expense (c)
  —   1   (1)  2 
(Gain) loss on extinguishment of debt (d)
  28   —   28   (4)
Foreign currency remeasurement (e)
  (5)  14   1   32 
Other items (f)
  5   —   12   4 
Adjusted EBITDA (non-U.S. GAAP) (g)
 $123  $58  $285  $106 
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Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(Millions of U.S. dollars)(Millions of U.S. dollars)
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP)$(14)$121 $(260)$512 
Venator settlement (a)— — — 85 
Loss on extinguishment of debt (b)— — — 21 
Income tax expense - deferred tax assets (c)— 1 — (7)
Tax valuation allowance (d)— (16)293 (278)
Other (e)2 2 3 5 
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP) (1)$(12)$108 $36 $338 
Diluted (loss) net income per share (U.S. GAAP)$(0.09)$0.77 $(1.66)$3.23 
Venator settlement, per share— — — 0.54 
Loss on extinguishment of debt, per share— — — 0.13 
Income tax expense - deferred tax assets, per share— 0.01 — (0.04)
Tax valuation allowance, per share— (0.10)1.87 (1.76)
Other, per share0.01 0.02 0.02 0.03 
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2)$(0.08)$0.69 $0.23 $2.13 
Weighted average shares outstanding, diluted (in thousands)156,816 156,948 157,053 158,201 
(a)
(a) Represents non-cash share-based compensation. See Note 16 of notes to unaudited condensed consolidated financial statements.

(b)Represents transaction coststhe breakage fee including interest associated with the Cristal TransactionVenator settlement which were recorded in “Selling, general and administrative expenses”"Venator settlement" in the unaudited Condensed Consolidated Statements of Operations.

(c)Represents severance and other costs associated with(b) 2022 amount represents the shutdown of our sodium chlorate plant, and other global restructuring efforts which was recordedloss in “Restructuring income (expense)” in the unaudited Condensed Consolidated Statements of Operations.
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(d)Represents a $28 million loss which includes a $22 million loss associatedconnection with the redemption of the outstanding balance6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022.
(c) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction.
(d) Represents changes within the Company's Australian deferred tax assets' valuation allowance.
(e) Represents other activity not representative of the Senior Notes due 2020, $1 million of unamortized original debt issuance costs from the repaymentongoing operations of the UBS Revolver, and $5 million of debt issuance costs from the refinancing activities associated with the term loans. During 2016, the $4 million gain was associated with the repurchase of $20 million face value of our Senior Notes due 2020 and Senior Notes due 2022.  These amountsCompany.
(1) No income tax impacts have been given to any item as they were recorded in “Gainjurisdictions with full valuation allowances.
(2) Diluted adjusted net (loss) on extinguishment of debt” in the unaudited Condensed Consolidated Statements of Operations.income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net (loss) income attributable to Tronox Holdings plc and share information.


(e)Represents foreign currency remeasurement which is included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.

(f)Includes noncash pension and postretirement costs, severance expense, accretion expense, insurance settlement gain and other items included in “Selling general and administrative expenses” and “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations.

(g)No income tax impact given full valuation allowance except for South Africa related restructuring costs. See Note 3 to unaudited condensed consolidated financial statements.

The following table reconciles income (loss) from continuing operations, our comparable measure for segment reporting under U.S. GAAP, to Adjusted EBITDA by segment for the periods presented:

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
TiO2 segment
 $75  $17  $168  $(12)
Corporate  (24)  (17)  (90)  (45)
Income (loss) from continuing operations (U.S. GAAP)  51   —   78   (57)
TiO2 segment
  44   44   132   127 
Corporate  1   1   4   4 
Depreciation, depletion and amortization expense  45   45   136   131 
TiO2 segment
  17   15   44   41 
Corporate  10   (2)  27   (9)
Other  27   13   71   32 
TiO2 segment
  136   76   344   156 
Corporate  (13)  (18)  (59)  (50)
Adjusted EBITDA (non-U.S. GAAP) $123  $58  $285  $106 

Recent Accounting Pronouncements

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

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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.
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, through the use ofwith derivative instruments. We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative transactionsinstruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices orand 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 and use credit risk insurance policies 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 andrisk; however, historic losses due to write offs of bad debt have been relatively low.insignificant. In addition, due to our international operations, in our TiO2 segment, we are subject to potential trade restrictions and sovereign risk in certain countries in which we operate in.operate. We maintain allowances for potential credit losses based on specific customer review and current financial conditions.

During the threenine months ended September 30, 20172023 and 2016,2022, our ten largest third-party customers represented approximately 35%37% and 25%30%, respectively, of our consolidated net sales. During the nine months ended September 30, 20172023 and 2016, our ten largest third-party customers represented approximately 36% and 23%, respectively,2022, 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 NewTerm Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, Standard Bank Term Loan Facility, and Wells FargoCash Flow Revolver, balance.Standard Bank Revolver, Emirates Revolver and SABB Credit Facility balances. Using a sensitivity analysis as of September 30, 2017,2023, a hypothetical 1% increase in interest rates would result in a net increasedecrease to pre-tax lossincome of approximately $4$7 million on an annualized basis. This is due to the fact that earnings on our floating rate financial assets of $1.7 billion$130 million at September 30, 2017 and2023 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of approximately $786 million.
During 2019, we entered into three interest-rate swap agreements for a portion of our Newprevious Term Loan Facility, which effectively converted the variable rate to a fixed rate for a portion of the loan. The agreements were to expire in September 2024.
On March 27, 2023, the Company entered into amendments with two of our existing interest rate swap agreements with the counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense through September 22, 2024, the original maturity of the interest rate swap agreements.
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We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps will be effective from June 2023 and Wells Fargo Revolver balance, would each increase bywill mature in March 2028 which will align with the full 1%.maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR will also ensure that the reference rates in our hedge instruments will align with the interest rate terms of the Term Loan Facility which is expected to change from LIBOR to SOFR effective June 30, 2023 in anticipation of Reference Rate Reform and pursuant to the loan agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match the index of the corresponding hedge instruments for the assessment of effectiveness.

Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan Facility.
On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million notional of the three original interest rate swap contracts of $750 million aggregate notional value. As a result of this amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in anticipation of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as described above. This amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024. We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.
As of September 30, 2023, the Company maintains a total of $950 million of interest rate swaps 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.
Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact our balance sheets due to the valuetranslation of our assets and liabilities denominated in foreign currencies, as well as our earnings due to the translation of our balance sheets and remeasurementcertain of our subsidiaries’ statements of operationsincome from local currencies to U.S. dollars.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 Netherlands.United Kingdom. The exposure is moremost 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, and 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.
We periodically enter into foreign currency contracts used to hedge non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold for our Australian subsidiaries. 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 to the extent such contracts are effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or the transactions are no longer probable of occurring. As of September 30, 2023, 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. During the nine months ended September 30, 2023, the deferred loss of $4 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet at December 31, 2022 was fully recognized in earnings. Refer to Note 12 in notes to unaudited condensed consolidated financial statements.
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Item 4.
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 September 30, 2023, there was (i) 496 million South African Rand (or approximately $26 million at September 30, 2023 exchange rate), (ii) 202 million Australian dollars (or approximately $130 million at the September 30, 2023 exchange rate), (iii) 11 million Pound Sterling (or approximately $14 million at the September 30, 2023 exchange rate), (iv) 47 million Euro (or approximately $50 million at the September 30, 2023 exchange rate), and (v) 51 million Saudi Riyal (or approximately $14 million at the September 30, 2023 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2022, there was (i) 1.2 billion South African Rand (or approximately $64 million at the September 30, 2023 exchange rate), (ii) 197 million Australian dollars (or approximately $127 million at the September 30, 2023 exchange rate), (iii) 20 million Pound Sterling (or approximately $24 million at the September 30, 2023 exchange rate, and (iv) 44 million Euro (or approximately $47 million at the September 30, 2023 exchange rate) of notional amounts outstanding foreign currency contracts.
Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2017, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has conducted an evaluation of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2017.

Under the supervision of and with the participation of Tronox’s management, including our CEOco-CEOs and CFO, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the “Exchange Act”), as of September 30, 2017,2023, 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 controlscontrol 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

There have been noWe 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 reportingreporting.

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 September 30, 20172023, 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.
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.
From timeSEC regulations require us to time,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 may be party to a number of legal and administrative proceedings involving environmental and/or other matters in various courts or agencies. These proceedings, individually and in the aggregate, may have a material adverse effect on us. Thesereasonably believe that such proceedings may be associated with facilities currentlyresult in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, the Company uses a threshold of $1 million or previously owned, operated or used by us and/or our predecessors, somemore for purposes of which may include claims for personal injuries, property damages, cleanup costs and other environmental matters. Our current and former operations may also involve managementdetermining whether disclosure of regulated materials, which are subject to various environmental laws and regulations including the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act or state equivalents. Similar environmental laws and regulations and other requirements exist in foreign countries in which we operate.any such proceedings is required.

Item 1A.
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 in our Form 10-Q forany subsequent filings thereto with the three months ended June 30, 2017.SEC. The risks described herein or in the Form 10-K or inand any subsequent filings thereto with the Form 10-Q for the three months ended June 30, 2017SEC 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-K10-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 Form 10-Q forshares of common stock, $0.01 par value per share, during the three months ended JuneSeptember 30, 2017, except as noted below.2023.


The classification
PeriodTotal 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)
$250,536,235 
July 1, 2023 through July 31, 2023— $— — $250,536,235 
August 1, 2023 through August 31, 2023— $— — $250,536,235 
September 1, 2023 through September 30, 2023— $— — $250,536,235 
Totals— $— — $250,536,235 
(1) On November 9, 2021, the Company announced that the Company's Board of TiO2 as a Category 2 Carcinogen inDirectors had authorized the European Union could result in more stringent regulatory control with respectrepurchase of up to TiO2.$300 million of the Company's ordinary shares, $0.01 par value per share (the "ordinary shares"), through February 2024.

In May 2016, France’s competent authority(2) Amounts reflect the remaining dollar value of shares that may be purchased under the EU’s Registration, Evaluation, Authorization and Restrictionsstock repurchase program described above.
Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
None.

During the three months ended September 30, 2023, none of Chemicals (“REACH”) submitted a proposal to the European Chemicals Agency ("ECHA") that would classify TiO2 as carcinogenicour directors or officers (as defined in humans by inhalation. The Company together with other companies and trade associations representing the TiO2 industry and industries consuming our products, submitted comments opposing the classification, based on evidence from epidemiological and other scientific studies. On October 12, 2017, ECHA’s Committee for Risk Assessment (“RAC”) released a written opinion dated September 14, 2017 stating that based on the scientific evidence it reviewed, there is sufficient grounds to classify TiO-2 Rule 16a-1(f) under the EU’s Classification, Labelling and PackagingExchange 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 (“CLP”) as a Category 2 Carcinogen , but only with a hazard statement describing the risk by inhalation. The European Commission will review the RAC’s formal recommendation to determine what regulatory measures, if any, should be taken. If the European Commission decides to adopt this classification, it could require that products manufactured with TiO2 be classified as containing carcinogenic materials, which could impact our business by inhibiting the marketing of products containing TiO2 to consumers, and subject our manufacturing operations to new regulations that could increase costs. Any classification, use restriction or authorized requirement for use imposed by the ECHA could have additional effects under other EU laws (e.g., those affecting medical and pharmaceutical applications, cosmetics, food packaging and food additives) and/or trigger heightened regulatory scrutiny in countries and local jurisdictions outside the EU based on health and safety grounds. It is also possible that heightened regulatory scrutiny would lead to claims by consumers or those involved in the production of such products alleging adverse health impacts.S-K.

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Our ability to use NOLs to offset future income may be limited.

The Company’s ability to use any net operating losses (“NOLs”) generated by it could be substantially limited if the Company were to experience an “ownership change” as defined under Section 382 of the Code. In general, an “ownership change” would occur if the Company’s “5-percent shareholders,” as defined under Section 382 of the Code, including certain groups of persons treated as “5-percent shareholders,” collectively increased their ownership in the Company by more than 50 percentage points over a rolling three-year period. On October 10, 2017, Exxaro sold 22,425,000 Class A ordinary shares in an underwritten registered offering (the “Exxaro Share Transaction”). The Exxaro Share Transaction and the issuance of the Class A ordinary shares to Cristal Netherlands in connection with the Cristal Transaction may result in an “ownership change” for U.S. federal and applicable state income tax purposes. Should Exxaro decide to sell a significant portion of their remaining ownership in the future, an “ownership change” will most likely occur. A corporation that experiences an ownership change will generally be subject to an annual limitation on the use of its pre-ownership change NOLs (and certain other losses and/or credits) equal to the equity value of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate for the month in which the ownership change occurs. Although our NOLs continue to have full valuation allowances, such a limitation could, for any given year, have the effect of increasing the amount of our U.S. federal income tax liability, which would negatively impact the amount of after-tax cash available for distribution to holders of our ordinary shares and our financial condition.

Item 6.    Exhibits
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.
Defaults Upon Senior Securities

None.
Item 4.
Mine Safety Disclosures

Information regarding mine safety and other regulatory actions at our mine in Green River, Wyoming, operated in conjunction with the Alkali business (which was sold on September 1, 2017), is included in Exhibit 95 to this Form 10-Q.

Item 5.
Other Information

None.
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Item 6.
Exhibits

Exhibit No.
Exhibit No.
4.1
Ninth Supplemental Indenture, dated as of September 1, 2017, to the Indenture, dated August 20, 2012 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Tronox Limited on September 6, 2017).
10.1
4.2
Fifth Supplemental Indenture, dated as of September 1, 2017,Amendment No. 3 to the Indenture, dated March 19, 2015 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named thereinAmended and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Tronox Limited on September 6, 2017).
4.3
Indenture, dated as of September 22, 2017 among Tronox Finance plc, the Company and the other guarantors named therein and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Tronox Limited on September 25, 2017).
10.1
Revolving Syndicated FacilityRestated Credit Agreement, dated as of September 22, 2017August 16, 2023, by and among the Company, Tronox US Holdings Inc. andFinance LLC, certain of the Company’s otherCompany's subsidiaries, along with a syndicate ofthe incremental term lenders party thereto, and Wells FargoHSBC Bank USA, National Association, as issuing bank, swingline lender, administrative agent and collateral agent.agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tronox Limited on September 25, 2017)August 16, 2023).
10.2
31.1		First Lien Term Loan Credit Agreement, dated as of September 22, 2017 among Tronox Finance LLC and its unrestricted subsidiary Tronox Blocked Borrower LLC, and certain of the Company’s other subsidiaries, along with a syndicate of lenders and Bank of America, N.A. as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Tronox Limited on September 25, 2017).
31.1
Rule 13a-14(a) Certification of Peter Johnston.John Romano. (furnished herewith)
31.2
Rule 13a-14(a) Certification of Timothy Carlson.Jean-Francois Turgeon. (furnished herewith)
31.3
32.1Rule 13a-14(a) Certification of D. John Srivisal. (furnished herewith)
32.1
Section 1350 Certification for Peter Johnston.John Romano. (furnished herewith)
32.2
Section 1350 Certification for Timothy Carlson.Jean-Francois Turgeon. (furnished herewith)
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32.3		Mine Safety Disclosures.
Section 1350 Certification for D. John Srivisal. (furnished herewith)
101.INS101The following financial statements from Tronox Holdings plc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, 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 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.INSInline 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.SCHInline XBRL Taxonomy Extension Schema DocumentDocument. (furnished herewith)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument. (furnished herewith)
101.LAB101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document. (furnished herewith)
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentDocument. (furnished herewith)
101.DEF101.PREXBRL Taxonomy Extension Definition Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument. (furnished herewith)
104The cover page from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, 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:
October 26, 2023
Date: November 9, 2017
TRONOX HOLDINGS PLC (Registrant)
TRONOX LIMITED
(Registrant)
By:/s/ D. John Srivisal
Name:By:/s/ Timothy CarlsonD. John Srivisal
Title:Name:Timothy Carlson
Title:Senior Vice President, and Chief Financial Officer
By:/s/ Jonathan P. Flood
Name:Jonathan P. Flood
Title:Vice President, Controller and Principal Accounting Officer


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