TRONOX HOLDINGS PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

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.

Working environment

The following analysis includes trends and factors that could affect future results of operations:

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.

From December 31, 2021our total available liquidity was $677 millionincluding $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 operating results from continuing operations

Year ended December 31, 2021 Compared to the year ended December 31, 2020

                                                                             Reported Amounts
                                                                         Year Ended December 31,
                                                                 2021             2020            Variance
                                                                        (Millions of U.S. Dollars)
Net sales                                                     $ 3,572          $ 2,758          $  814
Cost of goods sold                                              2,677            2,137             540
Gross profit                                                  $   895          $   621          $  274
Gross Margin                                                     25.1  %          22.5  %          2.6   pts

Selling, general and administrative expenses                      318              347             (29)
Restructuring                                                       -                3              (3)
Income from operations                                            577              271             306
Interest expense                                                 (157)            (189)             32
Interest income                                                     7                8              (1)
Loss on extinguishment of debt                                    (65)              (2)            (63)
Other income, net                                                  12               26             (14)
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)

Effective tax rate                                                 19  %          (773) %            792 pts

EBITDA(1)                                                     $   821          $   599          $  222
Adjusted EBITDA(1)                                            $   947          $   668          $  279
Adjusted EBITDA as % of Net Sales                                26.5  %          24.2  %          2.3   pts


_____________________

(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 shows reported revenues by product:

                                                   Year Ended
                                                  December 31,
(Millions of dollars, except percentages)      2021         2020        Variance       Percentage
TiO2                                         $ 2,793      $ 2,176      $     617             28  %
Zircon                                           478          283            195             69  %
Feedstock and other products                     301          299              2              1  %
Total net sales                              $ 3,572      $ 2,758      $     814             30  %


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 mainly due to:

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

•the favorable impact of around 1 point on the volume of sales and the 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.

Cash and capital resources

In 2021, our liquidity decreased by $364 million for $677 million.

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

                                                December 31,       December 31,
                                                    2021               2020
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
Total                                          $         677      $       1,041



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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, 2021we had outstanding letters of credit and bank guarantees $53 million. See note 15 of the notes to the 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.

Cash repatriation

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 additional debt has been incurred as a result of the above 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 billionrespectively.

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 flow

Completed exercises December 31, 2021 and 2020

The following table presents the cash flows for the periods indicated:

                                                                         Year Ended December 31,
                                                                         2021                  2020
                                                                        (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,
                                                                         2021                 2020
                                                                       (Millions of U.S. dollars)
Net income                                                         $       

303 $995
Net adjustments to reconcile net income (loss) to net cash provided by operating activities

                                             455               (488)
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.

Completed exercises 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 presents information relating to our contractual obligations as of December 31, 2021:

Payments of contractual obligations due by period(3)

                                                                 Less than            1-3             3-5             More than
                                                Total             1 year             years           years             5 years
                                                                         (Millions of U.S. dollars)
Long-term debt and lease financing (including
interest)(1)                                  $ 3,370          $      151          $  303          $   757          $    2,159
Purchase obligations(2)                           655                 231             209              157                  58
Operating leases                                  226                  34              42               29                 121
Pension and other post-retirement benefit
obligations(4)                                    312                  37              65               64                 146
Asset retirement obligations(5)                   446                  17              26               25                 378
Total                                         $ 5,009          $      470          $  645          $ 1,032          $    2,862


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(1)We have calculated interest on the new term loan facility at LIBOR plus a margin of 2.25%. See Note 15 of the 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 presented at undiscounted and uninflated values.

No-we 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 operations in a manner that permits meaningful period-to-period comparison and analysis of trends in our operations, as they exclude revenues and expenses that do not reflect current operating results. Classes ;

•provide useful information to understand and evaluate our results of operations and compare financial results from period to period; and

•provide a normalized view of our operating performance by excluding non-monetary or infrequent items.

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,
                                                               2021              2020              2019
Net income (loss), (U.S. GAAP)                             $     303        

$995 ($97)
Income from discontinued operations, net of tax (see Note 6), (we GAAP)

                                                    -                 -                 5

Net income (loss) from continuing operations, (we GAAP) 303

       995              (102)
Interest expense                                                 157               189               201
Interest income                                                   (7)               (8)              (18)
Income tax provision                                              71              (881)               14
Depreciation, depletion and amortization expense                 297               304               280
EBITDA (non-U.S. GAAP)                                           821               599               375
Inventory step-up(a)                                               -                 -                98
Contract loss(b)                                                   -                 -                19
Share-based compensation(c)                                       31                30                32
Transaction costs(d)                                              18                14                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)                -
Other items(o)                                                    20                27                21
Adjusted EBITDA (non-U.S. GAAP)                            $     947          $    668          $    615


________________

(a) The amount for 2019 represents a pre-tax charge related to the recognition of an increase in the value of inventories following the recognition of purchases.

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

(c) Represents non-cash stock-based compensation. See note 22 of the notes to the 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) The 2020 amount represents a curtailment gain due to the plan benefit freeze partially offset by pension settlements. The 2019 amount represents the settlement gain related to the we 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) The amount for 2021 represents the gain on European Union carbon credits sold in
March 2021 which have been recorded in “Cost of Goods Sold” in the Consolidated Statement of Income.

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

(o) Includes non-cash retirement and post-retirement expenses, accretion expense, severance and other items included in “Selling general and administrative expenses” and “Cost of goods sold” in the statements consolidated results.

Significant 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 issues

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.

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
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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 of the consolidated financial statements for more 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.

Retirement and post-retirement 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 the Notes to the 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.

See Section 3. Legal Proceedings for more information.

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