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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox Holdings plc's consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other sections in this Annual Report on Form 10-K contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in Item 1A. “Risk Factors.”

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”) 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-K with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is also provided herein.

Executive Overview

Tronox Holdings plc (referred to herein as "Tronox", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia, South Africa and Brazil 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. It is our long-term strategic goal to be vertically integrated and consume all of our feedstock materials in our own nine TiO2 pigment facilities which we operate 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 and pig iron, which we also supply to customers around the world.

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

Business Environment

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

Throughout the current COVID-19 pandemic, our operations have been designated as essential to support the continued manufacturing of products such as food and medical packaging, medical equipment, pharmaceuticals, and personal protective gear.

The fourth quarter of 2021 results were driven by robust demand across our end markets, with the supply to demand balance remaining tight due to below seasonally normal levels of TiO2, production challenges caused by supplier force majeures and delivery times extended by shipping delays. Fourth quarter revenue increased 13% compared to the prior year, driven by higher TiO2, Zircon and pig iron prices. On a year over year basis, TiO2 average selling prices increased 17% on a local currency basis and 15% on a US dollar basis and Zircon average selling prices increased 26%. Both TiO2 and Zircon sales volumes remained relatively flat in line with prior year levels. Revenue from feedstock and other products decreased 11% on a year over year basis due to the internal consumption of all feedstocks in the quarter compared to the prior year, partially offset by increased pig iron revenue from higher average selling prices. Sequentially, revenue increased 2% in the fourth quarter of 2021 compared to the third quarter of 2021, as price increases of TiO2, Zircon and pig iron were partially offset by volume declines of TiO2 and Zircon. TiO2 average selling prices grew 3% sequentially on a US dollar basis and 4% on a local currency basis. TiO2 volumes were

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constrained by global logistics challenges and supply chain and certain raw material availability that resulted in a 4% sequential decline. Revenue from Zircon sales increased 3% sequentially, as a 9% increase in average selling prices due to improved pricing, was partially offset by 6% lower sales volumes. Feedstock and other product revenues increased 26% sequentially mainly due to both higher pig iron volumes and selling prices.

Gross profit decreased sequentially from the third quarter to the fourth quarter of 2021 due to lower sales volumes of TiO2 and Zircon, higher production costs due to transitory inflation and increased freight rates, partially offset by favorable impacts of average selling prices. Gross profit increased year over year due to the increase in average selling prices of TiO2, Zircon and pig iron and the favorable impact of sales volumes and product mix partially offset by unfavorable impacts of foreign currency as well as higher production costs and increased freight rates partially offset by favorable overhead absorption and cost savings.

As of December 31, 2021, our total available liquidity was $677 million, including $228 million in cash and cash equivalents and $449 million available under revolving credit agreements.

During the year ended December 31, 2021, we made several discretionary prepayments on our debt facilities primarily on the New Term Loan Facility and Standard Bank Term Loan Facility. During the fourth quarter of 2021, we made an additional $202 million of voluntary prepayments on our New Term Loan Facility. As of December 31, 2021, our total debt was $2.6 billion and net debt to trailing-twelve month Adjusted EBITDA was 2.5x. The Company also has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow revolver facility, which we do not expect to be triggered based on our current scenario planning.

Consolidated Results of Operations from Continuing Operations

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Reported Amounts

Year Ended December 31,

(Millions of U.S. Dollars)

Selling, general and administrative expenses 318 347 (29)

Restructuring — 3 (3)

Interest income 7 8 (1)

Loss on extinguishment of debt (65) (2) (63)

Income from continuing operations before income taxes 374 114 260

Income tax (provision) benefit (71) 881 (952)

Net income from continuing operations $ 303 $ 995 $ (692)

Adjusted EBITDA as % of Net Sales 26.5 % 24.2 % 2.3 pts

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

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Net sales of $3,572 million for the year ended December 31, 2021 increased by 30% compared to $2,758 million for the same period in 2020. Revenue increased primarily due to both higher TiO2 and Zircon sales volumes and average selling prices. Net sales by type of product for the years ended December 31, 2021 and 2020 were as follows:

The table below presents reported revenue by product:

Year Ended December 31,

(Millions of dollars, except percentages) 2021 2020 Variance Percentage

Feedstock and other products 301 299 2 1 %

For the year ended December 31, 2021, TiO2 revenue increased $617 million, or 28%, compared to the prior year due to a $369 million increase in sales volumes and an increase of $217 million in average selling prices. Foreign currency positively impacted TiO2 revenue by $31 million due primarily to the strengthening of the Euro. Zircon revenues increased $195 million primarily due to a 55% increase in sales volumes and a 9% increase in average selling prices. Feedstock and other products revenue increased $2 million primarily due to an increase in average selling prices and sales volumes of pig iron partially offset by a decrease in sales volumes of CP slag and other feedstocks.

Gross profit of $895 million for the year ended December 31, 2021 was 25.1% of net sales compared to 22.5% of net sales for the same period in 2020. The increase in gross margin is primarily due to:

•the favorable impact of approximately 8 points due to an increase in TiO2, Zircon and pig iron selling prices;

•the favorable impact of approximately 1 point for sales volume and product mix;

•the net unfavorable impact of approximately 4 points due to changes in foreign exchange rates, primarily due to the South African Rand and Australian dollar; and

•the net unfavorable impact of approximately 2 points due to higher production costs and increased freight rates offset by favorable overhead absorption and cost savings.

Selling, general and administrative ("SG&A") expenses decreased $29 million when comparing the year ended December 31, 2021 to the prior year. The SG&A expenses decrease was primarily driven by $29 million of lower professional fees and lower integration costs of $9 million, partially offset by $16 million of increased employee costs primarily driven by higher incentive compensation. The remaining net decrease was driven by individually immaterial amounts.

Income from operations for the year ended December 31, 2021 of $577 million, increased by $306 million or 113% compared to the same period in 2020 which is primarily attributable to the higher gross margin and lower selling, general and administrative expenses.

Adjusted EBITDA as a percentage of net sales was 26.5% for the year ended December 31, 2021, an increase of 2.3 points from 24.2% in the prior year. On a reported basis, the higher gross profit and lower SG&A expenses as discussed above were the primary drivers of the year-over-year increase in Adjusted EBITDA percentage.

Interest expense for the year ended December 31, 2021 decreased $32 million compared to the same period in 2020. The decrease is primarily due to the following: 1) lower average debt outstanding balances and lower average interest rates on the New Term Loan Facility as compared to the Prior Term Loan Facility, 2) lower average debt outstanding balance on the New Standard Bank Term Loan Facility as compared to the Prior Standard Bank Term Loan Facility, and 3) lower average interest rates on the Senior Notes due 2029 as compared to the Senior Notes due 2025 and the Senior Notes due 2026. These decreases in interest expense are partially offset by the four months of additional interest expense in the current year associated with the 6.5% Senior Secured Notes due 2025, which were issued on May 1, 2020.

Interest income for the year ended December 31, 2021 decreased by $1 million compared to the prior year primarily due to lower cash balances from the use of cash to paydown the New Term Loan Facility, the Standard Bank Term Loan Facility and the Tikon Loan.

Loss on extinguishment of debt of $65 million for the year ended December 31, 2021 is primarily comprised of the following: 1) call premiums paid of $21 million and $19 million in relation to the refinancing of our $615 million Senior Notes due 2026 and our $450 million Senior Notes due 2025, respectively, 2) the write-off of certain existing debt issuance costs and original issue discount as well as certain new lender and other third party fees associated with the refinancing of our new revolver

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and term loan and issuance of our new senior notes due 2029 and 3) approximately $9 million write-off of existing debt issuance costs and original issue discount as a result of the $398 million voluntary prepayments made on the New Term Loan Facility.

Other income, net for the year ended December 31, 2021 primarily consisted of $16 million net realized and unrealized foreign currency gains, $8 million associated with the monthly technical service fee relating to the Jazan slagger we receive from AMIC, and $5 million of pension income primarily due to the expected return on plan assets offset by pension related interest costs and amortization of actuarial gain/losses partially offset by $18 million related to the breakage fee associated with the termination of the TTI acquisition. The foreign currency gains were primarily related to the South African Rand and the Australian dollar due to the remeasurement of our U.S. dollar denominated working capital and other long-term obligations partially offset by the impact of our foreign currency derivatives.

We maintain full valuation allowances related to the total net deferred tax assets in Australia, 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.

The effective tax rate was 19% and (773)% for the years ended December 31, 2021 and 2020, respectively. The large negative effective tax rate for the year ended December 31, 2020 is caused by the release of valuation allowances for deferred tax assets in the U.S. and Brazil, partially offset by the recording of valuation allowances in Saudi Arabia and the U.K. The net impact was $905 million benefit to the income tax provision. Refer to Note 8 of notes to consolidated financial statements for further information. Additionally, the effective tax rates for the years ended December 31, 2021 and 2020 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, disallowable expenditures, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

A discussion of our results of operations for the year ended December 31, 2020 versus December 31, 2019 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operation”, included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Other Comprehensive Income (Loss)

There was an other comprehensive loss of $104 million for the year ended December 31, 2021 compared to other comprehensive loss of $20 million for the year ended December 31, 2020. This increase in comprehensive loss was primarily driven by unfavorable movements of foreign currency translation adjustments of $113 million for the year ended December 31, 2021 as compared to unfavorable foreign currency translation adjustments of $4 million in the prior year. In addition, we recognized net losses on derivative instruments of $11 million in the year ended December 31, 2021 as compared to none in the prior year. These losses were partially offset by $20 million of pension and postretirement gains for the year ended December 31, 2021 as compared to $16 million of pension and postretirement losses for the prior year.

A discussion of our comprehensive (loss) income for the year ended December 31, 2020 versus December 31, 2019 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Other Comprehensive (Loss) Income”, included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Liquidity and Capital Resources

During 2021, our liquidity decreased by $364 million to $677 million.

The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates:

Cash and cash equivalents $ 228 $ 619

Available under the Wells Fargo Revolver — 285

Available under the new Cash Flow Revolver 329 —

Available under the Standard Credit Facility 63 68

Available under the Emirates Revolver 38 50

Available under the SABB Facility 19 19

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Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of unsecured notes, bank financings and borrowings under lines of credit. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our debt and revolving credit agreements (see Note 15 of notes to consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, in particular, macroeconomic conditions including the economic impacts caused by continued impact of the COVID-19 pandemic. Consistent with our actions in 2020 in response to the COVID-19 pandemic, if negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs, and other items within our control to maintain appropriate liquidity.

Working capital (calculated as current assets less current liabilities) was $1.2 billion at December 31, 2021, compared to $1.7 billion at December 31, 2020. The decrease year over year is primarily due to the decrease in cash as we made several voluntary prepayments on our debt obligations as is discussed below and in Note 15 of notes to consolidated financial statements and reductions in inventories as the supply / demand balance remains tight due to continued strong demand.

As of and for the year ended December 31, 2021, the non-guarantor subsidiaries of our 6.5% Senior Secured Notes and our Senior Notes due 2029 represented approximately 20% of our total consolidated liabilities, approximately 25% of our total consolidated assets, approximately 44% of our total consolidated net sales and approximately 49% of our Consolidated EBITDA (as such term is defined in 6.5% Senior Secured Notes Indenture and the 2029 Indenture). In addition, as of December 31, 2021, our non-guarantor subsidiaries had $777 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 6.5% Senior Secured Notes and the 2029 Notes. See Note 15 of notes to consolidated financial statements for additional information.

At December 31, 2021, we had outstanding letters of credit and bank guarantees of $53 million. See Note 15 of notes to consolidated financial statements.

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

As of December 31, 2021, our credit rating with Moody’s was B1 stable outlook unchanged from December 31, 2020. Starting in the first quarter of 2021 and through December 31, 2021, our credit rating with Standard & Poor's changed positively to B stable and further changed positively to Ba3 during the first quarter of 2022. See Note 15 of notes to 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 December 31, 2021, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, making pension contributions and making quarterly dividend payments. On November 9, 2021, we updated our capital allocation policy and announced that our Board of Directors had authorized the repurchase of up to $300 million of the Company's ordinary shares through February 2024. Under the updated policy, the Board intends to increase the annual dividend to $0.50 per share beginning with the first quarterly dividend in 2022. We also 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 as well as continued reductions in our debt.

Repatriation of Cash

At December 31, 2021, we held $228 million in cash and cash equivalents in these respective jurisdictions: $5 million in the United States, $54 million in South Africa, $59 million in Australia, $30 million in Brazil, $40 million in Saudi Arabia, $19 million in China, and $21 million in Europe. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2021, we held $4 million of restricted cash of which $3 million is in Australia related to performance bonds and $1 million is in Saudi Arabia related to vendor supply agreement guarantees.

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Tronox Holdings plc has foreign subsidiaries with undistributed earnings at December 31, 2021. We have made no provision for deferred taxes related to these undistributed earnings because they are considered indefinitely reinvested in the foreign jurisdictions.

Debt Obligations

In March 2021, the Company closed the refinancing of its existing first lien term loan credit agreement with a new seven-year first lien term loan credit facility (the "New Term Loan Facility") and existing revolving syndicated facility agreement with a new five-year cash flow revolving facility (the "New Revolving Facility"). Pursuant to the New Term Loan Facility, the Company's wholly owned subsidiary, Tronox Finance LLC borrowed $1,300 million of first lien term loans. Pursuant to the New Revolving Facility, the lenders thereunder have agreed to provide revolving commitments of $350 million. The Company also paid down approximately $313 million, with cash on hand, of debt in conjunction with the refinancing transaction. Refer to Note 15 of notes to consolidated financial statements for further details.

On March 15, 2021, Tronox Incorporated, a wholly-owned indirect subsidiary of the Company, issued its 4.625% senior notes due 2029 for an aggregate principal amount of $1,075 million. The net proceeds was used to fund the redemption in full on March 31, 2021 of the Company's outstanding $615 million aggregate principal amount of 6.50% senior notes due 2026 and the redemption in full on April 1, 2021 of Company’s outstanding $450 million aggregate principal amount of 5.75% senior notes due 2025. Refer to Note 15 of notes to consolidated financial statements for further details.

On October 1, 2021, Tronox Minerals Sands Proprietary Limited, a wholly-owned indirect subsidiary of the Company, entered into an amendment and restatement of a new credit facility with Standard Bank. The new credit facility provides the Company with (a) a new five-year term loan facility in an aggregate principal amount of R1.5 billion (approximately $98 million) (the "New Standard Bank Term Loan Facility") and (b) a new three-year revolving credit facility (the "New Standard Bank Revolving Credit Facility") providing initial revolving commitments of R1.0 billion (approximately $63 million at December 31, 2021 exchange rate). As a result of the amended facility, the Company repaid the remaining outstanding principal balance of R390 million (approximately $26 million) of the Standard Bank Term Loan Facility on September 30, 2021 and we drewdown the R1.5 billion (approximately $98 million) on the new term loan facility in November 2021.

During the year ended December 31, 2021, the Company made several voluntary prepayments totaling $398 million on the New Term Loan Facility. As a result of these voluntary prepayments, the Company recorded $9 million in "Loss on extinguishment of debt" within the Consolidated Statement of Operations for the year ended December 31, 2021.

During the year ended December 31, 2021, the Company made several voluntary prepayments totaling R1,040 million (approximately $69 million) on the Prior Standard Bank Term Loan Facility. Additionally, on September 30, 2021, in conjunction with the Company's refinancing of the Prior Standard Bank Term Loan Facility, the Company repaid the remaining outstanding principal balance of R390 million (approximately $26 million). During the year ended December 31, 2021, the Company repaid the remaining outstanding principal balance of CNY 111 million (approximately $17 million) on the Tikon loan. No prepayment penalties were required as a result of these principal prepayments.

On a consolidated basis, no incremental debt was incurred as a result of the aforementioned debt refinancing transactions.

At December 31, 2021 and 2020, our long-term debt, net of unamortized discount and debt issuance costs was $2.6 billion and $3.3 billion, respectively.

At December 31, 2021 and 2020, our net debt (the excess of our debt over cash and cash equivalents) was $2.3 billion and $2.7 billion, respectively. See Note 15 of notes to consolidated financial statements.

Cash Flows

Years Ended December 31, 2021 and 2020

The following table presents cash flow for the periods indicated:

Year Ended December 31,

(Millions of U.S. dollars)

Net cash provided by operating activities $ 740 $ 355

Net cash used in investing activities (269) (229)

Net cash (used in) provided by financing activities (877) 214

Effect of exchange rate changes on cash (10) (3)

Net (decrease) increase in cash and cash equivalents $ (416) $ 337

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Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net income adjusted for non-cash items and changes in working capital items. The following table summarizes our net cash provided by operating activities for 2021 and 2020:

Year Ended December 31,

(Millions of U.S. dollars)

Income related cash generation 758 507

Net change in assets and liabilities (18) (152)

Net cash provided by our operating activities $ 740 $ 355

Net cash provided by operating activities was $740 million in 2021 as compared to $355 million in 2020. The increase of $385 million period over period is primarily due to a $251 million improvement in net income net of non-cash adjustments and a decrease of $134 million use of cash for net assets and liabilities. The lower use of cash for working capital was primarily driven by decreases in inventories and prepaid and other current assets of $74 million and $82 million, respectively, and an increase in account payable and accrued liabilities of $36 million partially offset by an increase in accounts receivable of $59 million and an increased use of cash in long-term other assets and liabilities of $10 million.

Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2021 was $269 million as compared to $229 million for the year ended December 31, 2020. The $40 million increase in use of cash year over year is primarily driven by higher capital expenditures of $272 million. The prior year also included $36 million for a loan to AMIC related to a titanium slag smelter facility (see Note 24 of notes to consolidated financial statements) of which there was no comparable amount in the current year.

Cash Flows (used in) provided by Financing Activities — Net cash used in financing activities during the year ended December 31, 2021 was $877 million as compared to cash provided by financing activities of $214 million for the year ended December 31, 2020. The current year is primarily comprised of repayments of long-term debt of $3 billion partially offset by proceeds from long-term debt of $2 billion due to the various debt refinancing transactions that occurred during the current year (refer to Note 15 of notes to consolidated financial statements) as well as the Company's continued focus on making discretionary debt repayments in order to achieve its previously stated gross debt target. As a result of the debt refinancing transactions, there was a $77 million use of cash for debt issuance costs and call premiums paid in 2021 as compared to $10 million in 2020. Additionally, dividends paid were $65 million during the year ended December 31, 2021 as compared to $40 million in the same period of 2020.

Years Ended December 31, 2020 and 2019

A discussion of our cash flows for the year ended December 31, 2020 versus 2019 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows”, included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Contractual Obligations

The following table sets forth information relating to our contractual obligations as of December 31, 2021:

Contractual Obligation Payments Due by Period(3)

Total Less than 1 year 1-3 years 3-5 years More than 5 years

(Millions of U.S. dollars)

Pension and other post-retirement benefit obligations(4) 312 37 65 64 146

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(1)We calculated the New Term Loan Facility interest at a LIBOR plus a margin of 2.25%. See Note 15 of notes to our 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 2022. 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)Pension and other post-retirement benefit ("OPEB") obligations of $312 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2022 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2031. Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2022 and unfunded benefit payments after 2031 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 23 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.

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

Non-U.S. GAAP Financial Measures

EBITDA and Adjusted EBITDA, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs and pension and postretirement costs. Additionally, we exclude from Adjusted EBITDA, realized and unrealized foreign currency remeasurement gains and losses.

Management believes that EBITDA and Adjusted EBITDA is useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Since other companies may calculate EBITDA and Adjusted EBITDA differently than we do, EBITDA and Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. GAAP financial measures:

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

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

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

Adjusted EBITDA is one of 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 income (loss) to EBITDA and Adjusted EBITDA for the periods presented:

Year Ended December 31,

Net income (loss), (U.S. GAAP) $ 303 $ 995 $ (97)

Income from discontinued operations, net of tax (see Note 6), (U.S. GAAP) — — 5

Net income (loss) from continuing operations, (U.S. GAAP) 303 995 (102)

Interest income (7) (8) (18)

Depreciation, depletion and amortization expense 297 304 280

Inventory step-up(a) — — 98

Contract loss(b) — — 19

Share-based compensation(c) 31 30 32

Restructuring(e) — 3 22

Integration costs(f) — 10 16

Loss on extinguishment of debt(g) 65 2 3

Foreign currency remeasurement(h) (16) (4) (6)

Pension settlement and curtailment gains(i) — (2) (1)

Costs associated with Exxaro deal(j) 6 — 4

Costs associated with former CEO retirement(k) 1 — —

Gain on asset sale(l) (2) — —

Office closure costs(m) 3 — —

Insurance proceeds(n) — (11) —

Adjusted EBITDA (non-U.S. GAAP) $ 947 $ 668 $ 615

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(a)2019 amount represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting.

(b)2019 amount represents a pre-tax charge for the estimated losses we expect to incur under the supply agreement with Venator. See Note 3 of notes to consolidated financial statements.

(c)Represents non-cash share-based compensation. See Note 22 of notes to consolidated financial statements.

(d)2021 amount represents the breakage fee and other costs associated with the termination of the TTI transaction which were primarily recorded in "Other income (expense)" in the Consolidated Statements of Operations. 2020 amount represents transaction costs associated with the TTI acquisition which were recorded in "Selling, general and administrative expenses" in the Consolidated Statement of Operations. 2019 amounts represent transaction costs associated with the Cristal Transaction which were recorded in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.

(e)2020 and 2019 amounts represent amounts for employee-related costs, including severance, which was recorded in “Restructuring” in the Consolidated Statements of Operations. See Note 4 of notes to consolidated financial statements.

(f)2020 and 2019 amounts represent integration costs associated with the Cristal transaction after the acquisition which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

(g)2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029 and 5) several voluntary prepayments made on the New Term Loan Facility. See Note 15 of notes to consolidated financial statements. 2020 amount represents the loss in connection with a voluntary prepayment on the Prior Term Loan Facility. 2019 amount represents the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment made on the Prior Term Loan Facility.

(h)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 (expense), net" in the Consolidated Statements of Operations.

(i)2020 amount represents a curtailment gain due to the freezing of plan benefits partially offset by pension settlements. 2019 amount represents settlement gain related to the U.S. Pension Plan (acquired as part of the Cristal transaction).

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(j)2021 amount represents costs associated with the Exxaro flip-in transaction which are included in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. 2019 amount represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in "Other income (expense), net" in the Consolidated Statements of Operations.

(k)2021 amount represents costs, excluding share-based compensation, associated with the retirement agreement of the former CEO which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. The $2 million of share based compensation expense associated with the former CEO is included in the total share-based compensation amounts of $31 million in the table above.

(l)2021 amount represents the gain on European Union carbon credits sold in March 2021 which were recorded in "Cost of goods sold" in the Consolidated Statement of Operations.

(m)Represents impairments of our right-of-use assets associated with the early termination of our leases and other costs related to the closure of our Baltimore and New York City offices which are included in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

(n)2020 amount represents reimbursement from claims related to the Ginkgo concentrator failure we inherited as a part of the Cristal transaction.

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

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions regarding matters that are inherently uncertain and that ultimately affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on management’s experience and understanding of current facts and circumstances. These estimates may differ from actual results. Certain of our accounting policies are considered critical, as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management. The following is a summary of certain accounting policies considered critical by management.

Asset Retirement Obligations

To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Because AROs represent financial obligations to be settled in the future, uncertainties exist in estimating the timing and amount of the associated costs to be incurred. Fair value is measured using expected future cash outflows, adjusted for expected inflation and discounted at our credit-adjusted risk-free interest rate. No market-risk premium has been included in our calculation of ARO balances since we can make no reliable estimate. Management believes these estimates and assumptions are reasonable; however, they are inherently uncertain. Refer to Notes 19 to the consolidated financial statements for a summary of the estimates and assumptions utilized. At December 31, 2021, AROs were $149 million of which the long-term portion of $139 million is recorded in "Asset retirement obligations" and the short-term portion of $10 million is recorded in "Accrued liabilities" in the Consolidated Balance Sheet.

Environmental Matters

Liabilities for environmental matters are recognized 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 or reasonably possible environmental loss in excess of our recorded liabilities. At December 31, 2021, environmental liabilities (both short term and long term) were $72 million, primarily related to the Cristal transaction.

For further discussion, see Environmental Matters included elsewhere in this section entitled, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Notes 2 and 20 to the consolidated financial statements.

Income Taxes

We have operations in several countries around the world and are subject to income and similar taxes in these countries. The estimation of the amounts of income tax involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions. Although we believe our tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

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likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance with a corresponding adjustment to earnings or other comprehensive income (loss) as appropriate. ASC 740, Income Taxes, requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay are subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.

See Notes 2 and 8 to the consolidated financial statements for additional information.

Contingencies

From time to time, we may be subject to 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 or outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures.

Refer to Notes 2 and 20 to the consolidated financial statements for additional information.

Long-Lived Assets

Key estimates related to long-lived assets (property, plant and equipment, mineral leaseholds, and intangible assets) include useful lives, recoverability of carrying values, and the existence of any asset retirement obligations. As a result of future decisions, such estimates could be significantly modified. The estimated useful lives of property, plant and equipment range from three to forty years, and depreciation is recognized on a straight-line basis. Useful lives are estimated based upon our historical experience, engineering estimates, and industry information. These estimates include an assumption regarding periodic maintenance. Mineral leaseholds are depreciated over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed quarterly.

We evaluate the recoverability of the carrying value of long-lived assets that are held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. For assets that satisfy the criteria to be classified as held for sale, an impairment loss, if any, is recognized to the extent the carrying amount exceeds fair value, less cost to sell. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined.

Pension and Postretirement Benefits

We provide pension benefits for qualifying employees in the United States and internationally, with the largest in the United Kingdom. Because pension benefits represent financial obligations that will ultimately be settled in the future with employees who meet eligibility requirements, uncertainties exist in estimating the timing and amount of future payments, and significant estimates are required to calculate pension expense and liabilities relating to these plans. The company utilizes the services of independent actuaries, whose models are used to help facilitate these calculations. Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements; the most significant variables in the models are the expected rate of return on plan assets, the discount rate, and the expected rate of compensation increase. Management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective geographic locations in which it operates. However, actual results in any given year often differ from actuarial assumptions due to economic events and different rates of

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retirement, mortality, and turnover. Refer to Notes 2 and 23 to the consolidated financial statements for a summary of the plan assumptions and additional information on our pension arrangements.

Expected Return on Plan Assets — In forming the assumption of the long-term rate of return on plan assets, we consider the expected earnings on funds already invested, earnings on contributions expected to be made in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for the plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns, and an assessment of expected future performance using asset-class risk factors. A 100 basis point change in these expected long-term rates of return, with all other variables held constant, would change our pension expense by approximately $4 million.

Discount Rate — The discount rates selected for estimation of the actuarial present value of the benefit obligations are determined based on the prevailing market rate for high-quality, fixed-income debt instruments with maturities corresponding to the expected timing of benefit payments as of the annual measurement date for each of the various plans. These rates change from year to year based on market conditions that affect corporate bond yields. A 100 basis points change in discount rates, with all other variables held constant, would decrease/increase our pension expense by approximately $1 million. A 100 basis points reduction in discount rates would increase the PBO by approximately $72 million whereas a 100 basis point increase in discount rates would have a favorable impact to the PBO of approximately $61 million.

Rates of Compensation Increase - We determine these rates based on review of the underlying long-term salary increase trend characteristic of the local labor markets and historical experience, as well as comparison to peer companies. A 100 basis points change in the expected rate of compensation increase, with all other variables held constant, would change our pension expense by approximately $1 million and would impact the PBO by approximately $6 million.

Recent Accounting Pronouncements

See Note 2 of notes to Consolidated Financial Statements for recently issued accounting pronouncements.

Environmental Matters

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

Refer to Item 3. Legal Proceedings for further information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Market Risk

A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle. Our TiO2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share

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commodity price risk, as well as using varying contract term lengths and selling to a diverse mix of customers by geography and industry to reap the benefits of a diverse portfolio.

Credit Risk

Credit risk is the risk that a borrower or a counterparty will fail to meet their obligations. A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of our products to customers. In the case of TiO2, the high level of industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We have significant exposure to credit risk in industries that are affected by cyclical economic fluctuations. We perform ongoing credit evaluations of our customers from time to time, as deemed appropriate, to mitigate credit risk but generally do not require collateral. Our contracts typically enable us to tighten credit terms if we perceive additional credit risk; however, historic losses due to write offs of bad debt have been relatively low. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries in which we operate. We maintain allowances for potential credit losses based on specific customer review and current financial conditions. During 2021, 2020 and 2019 our ten largest third-party customers represented 28%, 32%, and 31%, respectively, of our consolidated net sales. During 2021, 2020, and 2019, 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 New Term Loan Facility, Standard Bank Term Loan Facility, new Cash Flow Revolver, Standard Bank Revolver, Emirates Revolver and SABB Credit Facility balances. Using a sensitivity analysis as of December 31, 2021, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $2 million on an annualized basis. This is due to the fact that earnings on our interest earning financial assets of $45 million at December 31, 2021 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $277 million.

During 2019, we entered into interest-rate swap agreements for a portion of our Prior Term Loan Facility, which effectively convert the variable rate to a fixed rate for a portion of the loan. The agreements expire in September 2024. 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. There was no impact associated with the New Term Loan Facility as the hedge remained highly effective.

Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact our balance sheets due to the translation of our assets and liabilities denominated in foreign currencies, as well as our earnings due to the translation of certain of our subsidiaries’ statements of operations from local currencies to U.S. dollars, as well as due to remeasurement of assets and liabilities denominated in currencies other than a subsidiary’s functional currency. A significant portion of our Adjusted EBITDA is derived from jurisdictions that are subject to currency risk with Australia, Europe and South Africa representing the largest contributors. 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, France and the United Kingdom. The exposure is more 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 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 income (loss) 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 December 31, 2021, we had notional amounts of 443 million Australian dollars (approximately $322 million at December 31, 2021 exchange rate) that expire between January 25, 2022 and December 23, 2022 to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates. At December 31, 2021, we had notional amounts of 4.7 billion South African Rand (approximately $298 million at December 31, 2021 exchange rate) that expire between January 26, 2022 and December 28, 2022 to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency

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rates. At December 31, 2021 and December 31, 2020, there was an unrealized net gain of $15 million and an unrealized net gain of $58 million, respectively, recorded in "Accumulated other comprehensive loss" on the Consolidated Balance Sheet.

From time to time, we enter into foreign currency contracts to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other income (expense), net” within the 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 December 31, 2021, there was (i) 510 million South African Rand (or approximately $32 million at December 31, 2021 exchange rate) and (ii) 172 million Australian dollars (or approximately $125 million at December 31, 2021 exchange rate) of notional amount of outstanding foreign currency contracts. At December 31, 2021, the fair value of the foreign currency contracts was a gain of $1 million.

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Item 8. Financial Statements and Supplementary Data

Page No.

Tronox Holdings Audited Annual Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 53

Notes to Consolidated Financial Statements 62

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tronox Holdings plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Tronox Holdings plc and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation Allowance Assessment of Deferred Tax Assets

As described in Notes 2 and8 to the consolidated financial statements, the Company has recorded $1.1 billion of deferred tax assets as of December 31, 2021, net of valuation allowances of $1.7 billion. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company periodically assesses the likelihood that they will be able to recover the deferred tax assets and reflect any changes in estimates of the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighted to determine whether a valuation allowance should be recorded.

The principal considerations for our determination that performing procedures relating to the valuation allowance assessment of deferred tax assets is a critical audit matter are the significant judgment by management in determining the realizability of deferred tax assets by jurisdiction, particularly as it relates to the assessment of cumulative tax losses, estimates of future taxable income and assessment of factors that may limit the realizability of certain deferred tax assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence relating to management’s assessment of cumulative tax losses, estimates of future taxable income and assessment of factors that may limit the realizability of certain deferred tax assets.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation allowance assessment of deferred tax assets, including controls over the determination of cumulative tax losses, estimates of future taxable income and assessment of factors that may limit the realizability of certain deferred tax assets. These procedures also included, among others, testing the completeness and accuracy of underlying data used by management, and evaluating management’s assessment of the realizability of deferred tax assets by jurisdiction. This included evaluating the reasonableness of management’s assumptions related to the assessment of cumulative tax losses, estimates of future taxable income and assessment of factors that may limit the realizability of certain deferred tax assets. Evaluating management’s assumptions related to the assessment of cumulative tax losses, estimates of future taxable income and assessment of factors that may limit the realizability of certain deferred tax assets involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the respective entity and whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

February 22, 2022

We have served as the Company’s auditor since 2014.

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TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Year Ended December 31,

Contract loss — — 19

Selling, general and administrative expenses 318 347 347

Restructuring — 3 22

Interest income 7 8 18

Loss on extinguishment of debt (65) (2) (3)

Income (loss) from continuing operations before income taxes 374 114 (88)

Income tax (provision) benefit (71) 881 (14)

Net income (loss) from continuing operations 303 995 (102)

Net income from discontinued operations, net of tax — — 5

Net income attributable to noncontrolling interest 17 26 12

Net income (loss) attributable to Tronox Holdings plc $ 286 $ 969 $ (109)

Net income (loss) per share, basic:

Discontinued operations $ — $ — $ 0.03

Net income (loss) per share, basic $ 1.88 $ 6.76 $ (0.78)

Net income (loss) per share, diluted:

Discontinued operations $ — $ — $ 0.03

Net income (loss) per share, diluted $ 1.81 $ 6.69 $ (0.78)

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Millions of U.S. dollars)

Year Ended December 31,

Other comprehensive income (loss):

Foreign currency translation adjustments (113) (4) 19

Pension and postretirement plans (See Note 23):

Total pension and postretirement gains (losses) 20 (16) (9)

Other comprehensive (loss) income (104) (20) 11

Total comprehensive income (loss) $ 199 $ 975 $ (86)

Comprehensive income (loss) attributable to noncontrolling interest:

Foreign currency translation adjustments (10) (16) 16

Comprehensive income attributable to noncontrolling interest 7 10 28

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

CONSOLIDATED BALANCE SHEETS

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

December 31,

ASSETS

Current Assets

Cash and cash equivalents $ 228 $ 619

Restricted cash 4 29

Prepaid and other assets 132 200

Income taxes receivable 6 4

Noncurrent Assets

Property, plant and equipment, net 1,710 1,759

Mineral leaseholds, net 747 803

Lease right of use assets, net 85 81

LIABILITIES AND EQUITY

Current Liabilities

Short-term lease liabilities 26 39

Long-term debt due within one year 18 58

Income taxes payable 12 2

Total current liabilities 822 805

Noncurrent Liabilities

Pension and postretirement healthcare benefits 116 146

Asset retirement obligations 139 157

Environmental liabilities 66 67

Long-term lease liabilities 55 41

Deferred tax liabilities 157 176

Other long-term liabilities 32 42

Commitments and Contingencies - Note 20

Shareholders’ Equity

Capital in excess of par value 2,067 1,873

Accumulated other comprehensive loss (738) (610)

Total Tronox Holdings plc shareholders’ equity 1,994 1,698

Noncontrolling interest 48 173

Total liabilities and equity $ 5,987 $ 6,568

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of U.S. dollars)

Year Ended December 31,

Cash Flows from Operating Activities:

Net income from discontinued operations, net of tax — — 5

Net income (loss) from continuing operations 303 995 (102)

Depreciation, depletion and amortization 297 304 280

Deferred income taxes 15 (899) (9)

Share-based compensation expense 31 30 32

Amortization of deferred debt issuance costs and discount on debt 11 10 8

Loss on extinguishment of debt 65 2 3

Contract loss — — 19

Acquired inventory step-up recognized in earnings — — 98

Other non-cash affecting net income (loss) 36 65 25

Changes in assets and liabilities:

(Increase) decrease in accounts receivable, net (108) (49) 78

Decrease (increase) in inventories, net 53 (21) (59)

Decrease (increase) in prepaid and other assets 53 (29) 20

Increase in accounts payable and accrued liabilities 53 17 67

Net changes in income tax payables and receivables 9 (2) (13)

Changes in other non-current assets and liabilities (78) (68) (35)

Cash provided by operating activities – continuing operations 740 355 412

Cash Flows from Investing Activities:

Cristal Acquisition — — (1,675)

Proceeds from sale of Ashtabula — — 701

Insurance proceeds 1 1 10

Proceeds from the sale of assets 2 1 2

Cash used in investing activities – continuing operations (269) (229) (1,185)

Cash Flows from Financing Activities:

Repayments of short-term debt — (13) —

Proceeds from short-term debt — 13 —

Repurchase of common stock — — (288)

Acquisition of noncontrolling interest — — (148)

Debt issuance costs (37) (10) (4)

Call premium paid (40) — —

Proceeds from the exercise of stock options 8 — —

Discontinued Operations:

Cash provided by operating activities — — 29

Cash used in investing activities — — (1)

Net cash flows provided by discontinued operations — — 28

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Supplemental cash flow information - continuing operations:

Income taxes paid $ 47 $ 17 $ 34

See notes to consolidated financial statements.

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TRONOX HOLDINGS PC

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Millions of U.S. dollars)

Other comprehensive (loss) income — — — — (5) (5) 16 11

Shares cancelled (508) — (6) — — (6) — (6)

Acquisition of noncontrolling interest — — 3 — (61) (58) (90) (148)

Cristal acquisition — — — — — — 51 51

Ordinary share dividends ($0.18 per share) — — — (27) — (27) — (27)

Other comprehensive loss — — — — (4) (4) (16) (20)

Shares cancelled (375) — (3) — — (3) — (3)

Measurement period adjustment related to Cristal acquisition — — — — — — (3) (3)

Minority interest dividend — — — — — — (2) (2)

Ordinary share dividends ($0.28 per share) — — — (42) — (42) — (42)

Other comprehensive loss — — — — (94) (94) (10) (104)

Shares cancelled (137) — (3) — — (3) — (3)

Options exercised 425 — 8 — — 8 — 8

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Ordinary share dividends ($0.36 per share) — — — (57) — (57) (7) (64)

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. The Company

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia, South Africa and Brazil 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. It is our long-term strategic goal to be vertically integrated and consume all of our feedstock materials in our own nine TiO2 pigment facilities which we operate 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 and pig iron, which we also supply to customers around the world.

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

Basis of Presentation

We are considered a domestic company in the United Kingdom and, as such, are required to comply with filing requirements in the United Kingdom. Additionally, we are not considered a “foreign private issuer” in the U.S.; therefore, we are required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S. GAAP.

Our 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.

Use of Estimates

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.

2. Significant Accounting Policies

Foreign Currency

The U.S. dollar is our reporting currency for our consolidated financial statements in U.S. GAAP. We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Adjustments from the remeasurement of non-functional currency monetary assets and liabilities are recorded in “Other income, net” in the Consolidated Statements of Operations. When a subsidiary’s functional currency is not the U.S. dollar, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are recorded in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets.

Translation adjustments on intercompany foreign currency receivables and payables that are not expected to be settled in the foreseeable future are reported in the same manner as translation adjustments.

Revenue Recognition

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. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as “Net sales” in the Consolidated Statements of Operations. Accruals are made for sales returns, rebates and other allowances, which are recorded in “Net sales” in the Consolidated Statements of Operations and are based on our historical experience and current business conditions. Additionally, we have elected the practical

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expedient to exclude sales taxes and similar taxes that we collect from customers on behalf of government authorities from the revenue transaction price. See Note 5.

Cost of Goods Sold

Cost of goods sold includes costs for purchasing, receiving, manufacturing, and distributing products, including raw materials, energy, labor, depreciation, depletion, shipping and handling, freight, warehousing, and other production costs.

Research and Development

Research and development costs, included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations comprised of salaries, building costs, utilities, administrative expenses, third party research, and allocations of corporate costs, were $13 million, $12 million, and $17 million during 2021, 2020, and 2019, respectively, and were expensed as incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, research and development, agent commissions, and legal and administrative functions such as corporate management, human resources, information technology, investor relations, accounting, treasury, and tax compliance.

Income Taxes

We use the asset and liability method of accounting for income taxes. The estimation of the amounts of income taxes involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings, and uncertain tax positions.

Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighted to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay is subject to ongoing audits by federal, state, and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Note 8.

Earnings per Share

Basic and diluted earnings per share are calculated using the two-class method. Under the two-class method, earnings used to determine basic earnings per share are reduced by an amount allocated to participating securities. Participating securities include restricted shares issued under the Tronox Management Equity Incentive Plan (the “MEIP”) (see Note 22), which contains non-forfeitable dividend rights. Our unexercised options and unvested restricted share units do not contain non-forfeitable rights to dividends and, as such, are not considered in the calculation of basic earnings per share. Our unvested restricted shares do not have a contractual obligation to share in losses; therefore, when we record a net loss, none of the loss is allocated to participating securities. Consequently, in periods of net loss, the two-class method does not have an effect on basic loss per share.

Diluted earnings per share is calculated by dividing net earnings allocable to ordinary shares by the weighted-average number of ordinary shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating restricted share units and options. The options are included in the calculation of diluted earnings per ordinary share utilizing the treasury stock method. See Note 9.

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Fair Value Measurement

We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows:

•Level 1 – Quoted prices in active markets for identical assets and liabilities;

•Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,

•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities

See Note 17.

Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. 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.

At December 31, 2021, we had restricted cash of $4 million comprised of $3 million in Australia related to outstanding performance bonds and $1 million in Saudi Arabia related to vendor supply agreement guarantees. At December 31, 2020, we had restricted cash of $29 million comprised of $18 million in Europe related to the termination fee associated with the TTI acquisition, $10 million in Australia related to outstanding performance bonds and $1 million in Saudi Arabia related to vendor supply agreement guarantees.

Accounts Receivable, net of allowance for credit losses

We perform credit evaluations of our customers, and take actions deemed appropriate to mitigate credit risk. Only in certain specific occasions do we require collateral in the form of bank or parent company guarantees or guarantee payments. We maintain allowances for potential credit losses based on specific customer review and current financial conditions.

Inventories, net

Pigment inventories are stated at the lower of actual cost and net realizable value, net of allowances for obsolete and slow-moving inventory. The cost of inventories is determined using the first-in, first-out method. Carrying values include material costs, labor, and associated indirect manufacturing expenses. Costs for materials and supplies, excluding titanium ore, are determined by average cost to acquire. Feedstock and co-products inventories including titanium ore are stated at the lower of the weighted-average cost of production or market. Inventory costs include those costs directly attributable to products, including all manufacturing overhead but excluding distribution costs. Raw materials are carried at actual cost.

We review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence. In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. Inventories expected to be sold or consumed within twelve months after the balance sheet date are classified as current assets and all other inventories are classified as non-current assets. See Note 10.

Long Lived Assets

Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows:

Land improvements 10 — 20 years

Buildings 10 — 40 years

Machinery and equipment 3 — 25 years

Furniture and fixtures 10 years

Maintenance and repairs are expensed as incurred, except for costs of replacements or renewals that improve or extend the lives of existing properties, which are capitalized. Upon retirement or sale, the cost and related accumulated depreciation are

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removed from the respective account, and any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” in the Consolidated Statements of Operations. See Note 11.

We capitalize costs associated with our asset retirement obligations which are generally included in machinery and equipment. See Note 19.

We capitalize interest costs on major projects that require an extended period of time to complete. See Note 15.

Mineral property acquisition costs are capitalized as tangible assets when management determines that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized. See Note 12.

Intangible assets are stated at cost less accumulated amortization and are amortized on a straight-line basis over their estimated useful lives, which generally range from 3 to 20 years. See Note 13.

Business Acquisitions

Business acquisitions are accounted for using the acquisition method under Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”), which requires recording assets acquired and liabilities assumed at fair value as of the acquisition date. Under the acquisition method of accounting, each tangible and separately identifiable intangible asset acquired and liabilities assumed is recorded based on their preliminary estimated fair values on the acquisition date. The initial valuations are derived from estimated fair value assessments and assumptions used by management. Acquisition related costs are expensed as incurred and are included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.

Leases

We determine if a contract is or contains a lease at inception of the contract. Our leases are primarily operating leases. Leased assets primarily include office buildings, rail cars and motor vehicles, forklifts, and other machinery and equipment. Our leases primarily have fixed lease payments, with real estate leases typically requiring additional payments for real estate taxes and occupancy-related costs. Certain of our leases also have variable lease payments. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index) are included in our initial measurement of the lease right of use assets and lease liabilities. Variable lease payments that are not index or rate based (such as variable payments based on our performance or use of the leased assets) are recorded as expenses when incurred and excluded from the measurement of right of use assets and lease liabilities. Our leases typically have initial lease terms ranging from 1 to 25 years. Some of our lease agreements include options to renew, extend or early terminate the leases. Lease term is the non-cancellable period of a lease, adjusted by the period covered by an option to extend or terminate the lease if we are reasonably certain to exercise (or not exercise) that option. Our operating leases typically do not contain purchase options we expect to exercise, residual value guarantees or other material covenants.

Operating leases are recorded under “Lease right of use assets”, “Short-term lease liabilities”, and “Long-term lease liabilities” on the Consolidated Balance Sheets. Finance leases are recorded under “Property, plant and equipment net”, “Long-term debt due within one year”, and “Long-term debt” on the Consolidated Balance Sheets. Operating lease right of use ("ROU") assets and lease liabilities are initially recorded at the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. Lease payments for the initial measurement of lease ROU assets and lease liabilities include fixed payments and variable payments that depend on an index or a rate. Variable lease payments that are not index or rate based are recorded as expenses when incurred. Operating lease ROU assets are amortized on a straight-line basis over the period of the lease. Finance lease ROU assets are amortized on a straight-line basis over the shorter of their estimated useful lives of leased asset and the lease terms. See Note 18.

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Long-term Debt

Long-term debt is stated net of unamortized original issue premium or discount. Premiums or discounts are amortized using the effective interest method with amortization expense recorded in “Interest and debt expense, net” in the Consolidated Statements of Operations. Deferred debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and are amortized using the effective interest method with amortization expense recorded in “Interest and debt expense, net” in the Consolidated Statements of Operations. See Note 15.

Asset Retirement Obligations

Asset retirement obligations are recorded at their estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate, which are considered Level 3 inputs. We classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” in the Consolidated Statements of Operations. See Note 19.

Environmental Remediation and Other Contingencies

We record an undiscounted liability when any of the following occur: 1) a claim or assessment has been asserted, 2) a litigation has commenced, or 3) based on available information, it is probable that a claim or an assessment will be asserted or a litigation will commence; and in addition, the outcome is expected to be unfavorable to us and the associated costs can be reasonably estimated. See Note 20.

Self-Insurance

We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. We do not accrue for general or unspecific business risks.

Share-based Compensation

Equity Restricted Share and Restricted Share Unit Awards — The fair value of equity instruments is measured based on the share price on the grant date and is recognized over the vesting period. These awards contain service, market, and/or performance conditions. For awards containing only a service or a market condition, we have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the Monte Carlo simulation under a lattice model approach. For awards containing a performance condition, the fair value is the grant date close price and compensation expense is not recognized until we conclude that it is probable that the performance condition will be met. We reassess the probability at least quarterly. See Note 22.

Defined Benefit Pension and Postretirement Benefit Plans

We recognize the funded status of our defined benefit pension plans and postretirement benefit plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date. The benefit obligation for the defined benefit plans is the projected benefit obligation (PBO), which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. The benefit obligation for our postretirement benefit plans is the accumulated postretirement benefit obligation (APBO), which represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets related to our defined benefit plan represents the current market value of assets held in a trust fund, which is established for the sole benefit of plan participants.

If the fair value of plan assets exceeds the benefit obligation, the plan is overfunded, and the excess is recorded as a prepaid pension asset. On the other hand, if the benefit obligation exceeds the fair value of plan assets, the plan is underfunded, and the deficit is recorded as pension and postretirement healthcare benefits obligation in the Consolidated Balance Sheet. The portion of the pension and postretirement healthcare obligations payable within the next 12 months is recorded in accrued liabilities in the Consolidated Balance Sheet.

Net periodic pension and postretirement benefit cost represents the aggregation of service cost, interest cost, expected return on plan assets, amortization of prior service costs or credits and actuarial gains or losses previously recognized as a component of OCI and it is recorded in the Consolidated Statement of Operations. Net periodic cost is recorded in cost of goods sold and

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selling, general and administrative expenses in the Consolidated Statement of Operations based on the employees’ respective functions.

Actuarial gains or losses represents the effect of remeasurement on the benefit obligation principally driven by changes in the plan actuarial assumptions. Prior service costs or credits arise from plan amendments. The actuarial gains or losses and prior service costs or credits are initially recognized as a component of Other Comprehensive income in the Consolidated Statement of Comprehensive Income (Loss). Those gains or losses and prior service costs or credits are subsequently recognized as a component of net periodic cost.

The measurement of benefit obligations and net periodic cost is based on estimates and assumptions approved by management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases and mortality rates.

Defined Contribution Plans — We recognize our contribution as expense when they are due. The expense is recorded in cost of goods sold or selling, general and administrative expenses the Consolidated Statement of Operations based on the employees’ respective functions.

Multiemployer Plan — We treat our multiemployer plan like a defined contribution plan. A pension plan to which two or more unrelated employers contribute is generally considered to be a multiemployer plan. As a defined contribution plan, we recognize the contribution for the period as a net benefit cost and any contributions due and unpaid as a liability.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing the exceptions to the incremental approach for intraperiod tax allocation, the requirement to recognize deferred tax liability for equity method investments, the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020 with early adoption permitted. The adoption of this standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, "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 exceptions to current accounting standards that reference a rate which is expected to be dissolved (e.g., London Interbank Offered Rate “LIBOR”) as it relates to hedge accounting, contract modifications and other transactions that reference this rate, subject to meeting certain criteria. The standard is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the standard.

3. Acquisitions and Related Divestitures

TTI Acquisition

In May 2020, the Company announced that it had signed a definitive agreement to acquire the Tizir Titanium and Iron ("TTI") business from Eramet S.A. for approximately $300 million in cash, plus 3% per annum which accrues for the period from January 1, 2020 until the transaction closes. TTI is a titanium smelter located in Tyssedal, Norway which upgrades ilmenite to produce high-grade titanium slag and high-purity pig iron with an annual capacity of approximately 230,000 tons and 90,000 tons, respectively.

Pursuant to the definitive agreement, we were required to pay to Eramet S.A. a termination fee of $18 million if the agreement is terminated as a result of a failure to satisfy certain regulatory approvals prior to May 13, 2021. During the second quarter of 2020, upon signing of the definitive agreement to acquire TTI, we placed $18 million into an escrow account with a third-party financial institution.

One of the conditions to the transaction was the obtaining of certain regulatory approvals that would include UK Competition and Markets Authority (“CMA”) approval by no later than a date specified in the definitive agreement (the “Condition Satisfaction Date”). On January 4, 2021, the Company received a decision from the CMA indicating that it intended to open a Phase 2 investigation into the Company’s proposed acquisition of TTI. In response to the concerns presented by the CMA, the Company submitted a remedy proposal, which the CMA rejected on January 18, 2021. As a result of this rejection, the Company concluded that it is not possible to complete the transaction by the Condition Satisfaction Date and elected to terminate the transaction. On January 19, 2021, pursuant to the definitive agreement the $18 million previously placed into escrow was released

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to Eramet in satisfaction of the termination fee, which was recorded in "Other income, net" in our Consolidated Statement of Operations. At December 31, 2020, the $18 million is reflected within "Restricted cash" on the Consolidated Balance Sheet.

Cristal Acquisitions and Related Divestitures

On April 10, 2019, we completed the acquisition of the TiO2 business of Cristal for $1.675 billion of cash, plus 37,580,000 ordinary shares. The total acquisition price, including the value of the ordinary shares at $14 per share on the closing date of the Cristal Transaction, was approximately $2.2 billion. With the acquisition of our shares, an affiliate of Cristal became our largest shareholder. At December 31, 2021, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a wholly-owned subsidiary of The National Titanium Dioxide Company Limited., continues to own 37,580,000 shares of Tronox, or a 24% ownership interest. The National Titanium Dioxide Company Limited is 79% owned by Tasnee.

In order to obtain regulatory approval for the Cristal Transaction, the FTC required us to divest Cristal's North American TiO2 business, which we sold to INEOS on May 1, 2019, for cash proceeds, net of transaction costs, of $701 million, inclusive of an amount for a working capital adjustment. The operating results of Cristal’s North American TiO2 business from the acquisition date to the date of divestiture are included in a single caption entitled “Net Income (Loss) from discontinued operations, net of tax” in our Consolidated Statements of Operations. See Note 6 for further information on discontinued operations.

In conjunction with the Cristal Transaction, we entered into a transition services agreement with Tasnee and certain of its affiliates under which we and the Tasnee entities will provide certain transition services to one another. See Note 24 for further details of the transition services agreement. In conjunction with the divestiture of Cristal's North American TiO2 business to INEOS, we entered into a two-year transition services agreement with INEOS. Under the terms of the transition services agreement, INEOS agreed to provide services to Tronox for manufacturing, technology and innovation, information technology, finance, warehousing and human resources. Similarly, Tronox will provide services to INEOS for information technology, finance, product stewardship, warehousing and human resources.

In addition, in order to obtain regulatory approval by the European Commission, we divested the 8120 paper laminate grade, supplied from our Botlek facility in the Netherlands, to Venator Materials PLC (“Venator”). The divestiture was completed on April 26, 2019. Under the terms of the divestiture, we will supply the 8120 grade product to Venator under a supply agreement for an initial term of 2 years, and extendable up to 3 years, to allow for the transfer of the manufacturing of the 8120 grade to Venator. Total cash consideration is 8 million Euros, of which 1 million Euros was paid at the closing, 3.5 million Euros (or approximately $3.9 million) was received during the second quarter of 2020 and 3.5 million Euros (approximately $4.2 million) was received in the second quarter of 2021. We recorded a charge of $19 million during the second quarter of 2019, in “Contract loss” in the Consolidated Statements of Operations, reflecting both the proceeds on sale and the estimated losses we expect to incur under the supply agreement with Venator.

We funded the cash portion of the Cristal Transaction through existing cash, borrowings from our Wells Fargo Revolver, and restricted cash which had been borrowed under the Blocked Term Loan (as defined elsewhere herein) and which became available to us for the purpose of consummating the Cristal Transaction. See Note 15 for further details of the Cristal Transaction financing.

Supplemental Pro Forma Financial Information

The following unaudited pro forma information was prepared pursuant to the requirements of ASC 805 and give effect to the Cristal Transaction as if it had occurred on January 1, 2018. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as:

a.conforming the accounting policies of Cristal to those applied by Tronox;

b.conversion to U.S. GAAP from IFRS for Cristal;

c.the elimination of transactions between Tronox and Cristal;

d.recording certain incremental expenses resulting from purchase accounting adjustments, such as inventory step-up amortization, depreciation, depletion and amortization expense in connection with fair value adjustments to property, plant and equipment, mineral leaseholds and intangible assets;

e.recording the contract loss on the sale of the 8120 product line as a charge in the first quarter of 2018;

f.recording all transaction costs incurred in the first quarter of 2018;

g.recording the effect on interest expense related to borrowings in connection with the Cristal Transaction; and

h.recording the related tax effects and the impacts to EPS for the shares issued in conjunction with the transaction.

The unaudited pro forma financial information should not be relied upon as being indicative of the historical results that would have been obtained if the Cristal Transaction had actually occurred on that date, nor the results of operations in the future.

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In accordance with ASC 805, the supplemental pro forma results of operations for the year ended December 31, 2019, as if the Cristal Transaction had occurred on January 1, 2018, are as follows:

Net income from continuing operations attributable to Tronox Holdings plc $ 18

For the year ended December 31, 2019, we incurred pre-tax charges of $98 million related to the recognition of the step up to fair value of inventories acquired. We also incurred a pre-tax charge of $19 million in contract losses incurred on the 8120 supply agreement with Venator for the year ended December 31, 2019. See Note 20. The 2019 pro forma results were adjusted to exclude these charges as these costs were reflected within the results of operations in the pro forma results as if they were incurred on January 1, 2018.

4. Restructuring Initiatives

In April 2019, we announced the completion of the Cristal Transaction. During the second quarter of 2019, as a result of the acquisition, we outlined a broad-based synergy savings program that is expected to reduce costs, simplify processes and focus the organization’s structure and resources on key growth initiatives. During the years ended December 31, 2020 and 2019, we recorded costs of $3 million and $22 million, respectively, in our Consolidated Statement of Operations relating to these initiatives. No material balances were recorded during the year ended December 31, 2021. The costs consisted of charges for employee-related costs, including severance.

The liability balance for restructuring as of December 31, 2021, 2020 and 2019, which is recorded within “Accrued liabilities” in the Consolidated Balance Sheet, is as follows:

Employee-Related Costs

Balance, January 1, 2019 $ —

Cash payments (12)

Charges 3

Cash payments (11)

Cash payments (1)

5. Revenue

Nature of Contracts and Performance Obligations

We primarily generate revenue from selling TiO2 pigment products and related co-products, primarily zircon and pig iron, to our customers. These products are used for the manufacture of paints, coatings, plastics, paper, and a wide range of other applications. We account for a contract with our customer when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

Our promise in a contract typically relates to the transferring of a product or multiple distinct products that are substantially the same and that have the same pattern of transfer, representing a single performance obligation within a contract. We have elected to account for shipping and handling activities that occur after control of the products has transferred to the customer as contract fulfillment activities, rather than a separate performance obligation. Amounts billed to a customer in a sales transaction related to shipping and handling activities continue to be reported as “Net sales” and related costs as “Cost of goods sold” in the Consolidated Statements of Operations.

The duration of our contract period is one year or less. As such, we have elected to recognize incremental costs incurred to obtain contracts, which primarily consist of commissions paid to third-party sales agents, as “Selling, general and administrative

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expenses” in the Consolidated Statements of Operations. Furthermore, we have elected not to disclose the value of unsatisfied performance obligations at each period end, given the original expected duration of our contracts are one year or less.

Transaction Price

Revenue is measured as the amount of consideration that we expect to be entitled in exchange for transferring products to the customer. The transaction price typically consists of fixed cash consideration. We also offer various incentive programs to our customers, such as rebates, discounts, and other price adjustments that represent variable consideration. We estimate variable consideration and include such consideration amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We adjust our estimate of revenue at the earlier of when the amount of consideration we expect to receive changes or when the consideration becomes fixed. Sales returns rarely happen in our business; therefore, it is unlikely that a significant reversal of revenue will occur.

Sales and similar taxes we collect on behalf of governmental authorities are excluded from the transaction price for the determination of revenue. The expected costs associated with product warranties continue to be recognized as expense when the products are sold. Customer payment terms and conditions vary by contract and customer, although the timing of revenue recognition typically does not differ from the timing of invoicing. Additionally, as we generally do not grant extended payment terms, we have determined that our contracts generally do not include a significant financing component.

Revenue Recognition

Contract Balances

Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as accounts receivable. As of December 31, 2021, and December 31, 2020, we did not have material contract asset balances.

Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. When a customer has poor credit worthiness, we may receive advance payment 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 December 31, 2021 and December 31, 2020 were $2 million and $4 million, respectively. Contract liability balances were reported as “Accrued liabilities” in the Consolidated Balance Sheets. All contract liabilities as of December 31, 2020 and 2019 were recognized as revenue in “Net sales” in the Consolidated Statements of Operations during the first quarter of 2021 and first quarter of 2020, respectively.

Disaggregation of Revenue

We operate under one operating and reportable segment, Tronox. See Note 25 for details. 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:

Year Ended December 31,

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The 2020 amounts by geographic area in table above have been corrected for an increase and decrease of $78 million to Asia Pacific and North America, respectively, as well as an increase and decrease of $134 million to Europe, Middle-East and Africa and South and Central America, respectively.

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

Year Ended December 31,

Feedstock and other products mainly include pig iron, ilmenite, chloride ("CP") slag, TiCl4 and other mining products. The nature, amount, timing and uncertainty of revenue and cash flows typically do not differ significantly among different products.

6. Discontinued Operations and Other Disposition

Discontinued Operations - 2019

As discussed in Note 3, the Company divested Cristal's North American TiO2 business to INEOS on May 1, 2019, for cash proceeds, net of transaction costs, of $701 million, inclusive of an amount for a working capital adjustment. The operating results of Cristal’s North American TiO2 business from the acquisition date to the date of divestiture are included in a single caption entitled “Net income (loss) from discontinued operations, net of tax” in our Consolidated Statements of Operations and is included in the table below.

The following table presents a summary of the operations of Cristal’s North American TiO2 business and Cristal Metals line items constituting the "Income from discontinued operations, net of tax" in our Consolidated Statements of Operations for the year ended December 31, 2019. There were no discontinued operations in 2021 and 2020.

Net sales $ 41

Cost of goods sold 29

Gross profit 12

Selling, general and administrative expense and other expenses 5

Income before income taxes 7

Income tax provision 2

Income from discontinued operations, net of tax $ 5

7. Other Income, Net

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Other income, net is comprised of the following:

Year Ended December 31,

Net realized and unrealized foreign currency gains (losses) $ 16 $ 4 $ 5

Pension and postretirement benefit settlement and curtailment gains(1) — 2 1

Insurance proceeds(2) — 11 —

Breakage fee (Note 3)(3) (18) — —

AMIC technical service support fee (Note 24) 8 5 —

Other, net 1 3 (2)

TROX US Equity

TROX · 10-K · period ended 2021-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

TROX US Equity☆

TROX · 10-K · period ended 2021-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

TROX US Equity