22.	Guarantor Condensed Consolidating Financial Statements

The obligations of Tronox Finance, our wholly-owned subsidiary, under the Senior Notes due 2020 are fully and unconditionally (subject to certain customary circumstances providing for the release of a guarantor subsidiary) guaranteed on a senior unsecured basis, jointly and severally, by Tronox Limited (referred to for purposes of this note only as the “Parent Company”) and each of its current and future restricted subsidiaries, other than excluded subsidiaries, that guarantee any indebtedness of the Parent Company or its restricted subsidiaries (collectively, the “Guarantor Subsidiaries”). The Subsidiary Issuer, Tronox Finance, and each of the Guarantor Subsidiaries are 100% owned, directly or indirectly, by the Parent Company. Our subsidiaries that do not guarantee the Senior Notes due 2020 are referred to as the “Non-Guarantor Subsidiaries.” The guarantor condensed consolidating financial statements presented below presents the statements of operations, statements of comprehensive income (loss), balance sheets and statements of cash flow data for: (i) the Parent Company, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, and the subsidiary issuer, on a consolidated basis (which is derived from Tronox historical reported financial information); (ii) the Parent Company, alone (accounting for our Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, and Tronox Finance on an equity basis under which the investments are recorded by each entity owning a portion of another entity at cost, adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions and distributions, and other equity changes); (iii) the Guarantor Subsidiaries alone; (iv) the Non-Guarantor Subsidiaries alone; and (v) the subsidiary issuer, Tronox Finance.

The guarantor condensed consolidating financial statements are presented on a legal entity basis, not on a business segment basis. The indenture governing the Senior Notes due 2020 provides for a Guarantor Subsidiary to be automatically and unconditionally released and discharged from its guarantee obligations in certain customary circumstances, including:

•

Sale or other disposition of such Guarantor Subsidiary’s capital stock or all or substantially all of its assets and all of the indenture obligations (other than contingent obligations) of such Subsidiary Guarantor in respect of all other indebtedness of the Subsidiary Guarantors terminate upon the consummation of such transaction;

•

Designation of such Guarantor Subsidiary as an “unrestricted subsidiary” under the indenture;

•

In the case of certain Guarantor Subsidiaries that incur or guarantee indebtedness under certain credit facilities, upon the release or discharge of such Guarantor Subsidiary’s guarantee or incurrence of indebtedness that resulted in the creation of such guarantee, except a discharge or release as a result of payment under such guarantee;

•

Legal defeasance, covenant defeasance, or satisfaction and discharge of the indenture obligations;

•

Payment in full of the aggregate principal amount of all outstanding Senior Notes due 2020 and all other obligations under the indenture; or

•

Release or discharge of the Guarantor Subsidiary’s guarantee of certain other indebtedness.

At December 31, 2016, certain entities which were created as part of the Corporate Reorganization were designated as non-guarantor entities. As of and during the three months ended March 31, 2017, pursuant to the Seventh Supplemental Indenture, dated as of February 14, 2017, to the Indenture, dated August 20, 2012 among Tronox Finance LLC, as Issuer, Tronox Limited as Parent, the guarantors named therein and Wilmington Trust, National Association, as trustee, these entities have been designated as guarantor entities. Consequently, the unaudited guarantor condensed consolidating financial information for these entities has been revised, retrospectively, to reflect the change in structure.

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2017

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Tronox Finance LLC			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	569		$	(65	)	$	—		$	—		$	458		$	176
Cost of goods sold		479			(64	)		—			—			396			147
Gross profit		90			(1	)		—			—			62			29
Selling, general and administrative expenses		(74	)		1			—			(19	)		(46	)		(10	)
Income (loss) from operations		16			—			—			(19	)		16			19
Interest and debt expense, net		(46	)		—			(26	)		—			(1	)		(19	)
Intercompany interest income (expense)		—			—			—			5			(5	)		—
Other income (expense), net		(6	)		—			—			(3	)		2			(5	)
Equity in earnings of subsidiary		—			39			—			(17	)		(22	)		—
Income (loss) before income taxes		(36	)		39			(26	)		(34	)		(10	)		(5	)
Income tax benefit (provision)		(2	)		—			8			(7	)		(8	)		5
Net income (loss)		(38	)		39			(18	)		(41	)		(18	)		—
Net income attributable to noncontrolling interest		3			3			—			—			—			—
Net income (loss) attributable to Tronox Limited	$	(41	)	$	36		$	(18	)	$	(41	)	$	(18	)	$	—

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2017

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Tronox Finance LLC			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net income (loss)	$	(38	)	$	39		$	(18	)	$	(41	)	$	(18	)	$	—
Other comprehensive income (loss):
Foreign currency translation adjustments		24			(43	)		—			18			24			25
Pension and postretirement plans		1			(1	)		—			1			1			—
Unrealized gain (loss) on derivative financial instruments		(2	)		2			—			(2	)		(2	)		—
Other comprehensive income (loss)		23			(42	)		—			17			23			25
Total comprehensive income (loss)		(15	)		(3	)		(18	)		(24	)		5			25
Comprehensive income (loss) attributable to noncontrolling interest:
Net income		3			3			—			—			—			—
Foreign currency translation adjustments		6			6			—			—			—			—
Comprehensive income (loss) attributable to noncontrolling interest		9			9			—			—			—			—
Comprehensive income (loss) attributable to Tronox Limited	$	(24	)	$	(12	)	$	(18	)	$	(24	)	$	5		$	25

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of March 31, 2017

(Unaudited)

(Millions of U.S. dollars)

	Consolidated		Eliminations			Tronox Finance LLC			Parent Company		Guarantor Subsidiaries		Non- Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	265	$	—		$	—		$	10	$	151	$	104
Restricted cash		2		—			—			—		2		—
Accounts receivable, net		428		—			—			—		321		107
Inventories, net		510		(13	)		—			—		340		183
Other current assets		40		(528	)		101			69		198		200
Investment in subsidiaries		—		(1,449	)		—			1,127		322		—
Property, plant and equipment, net		1,816		—			—			—		1,299		517
Mineral leaseholds, net		1,606		—			—			—		1,230		376
Intercompany loans receivable		—		(2,523	)		1,149			—		158		1,216
Other long-term assets		255		—			—			—		223		32
Total assets	$	4,922	$	(4,513	)	$	1,250		$	1,206	$	4,244	$	2,735
LIABILITIES AND EQUITY
Short-term debt	$	150		—			—			—		150		—
Other current liabilities		360		(528	)		48			92		536		212
Long-term debt		2,887		—			1,462			—		—		1,425
Intercompany loans payable		—		(2,523	)		—			121		2,365		37
Other long-term liabilities		381		—			—			2		198		181
Total liabilities		3,778		(3,051	)		1,510			215		3,249		1,855
Total equity		1,144		(1,462	)		(260	)		991		995		880
Total liabilities and equity	$	4,922	$	(4,513	)	$	1,250		$	1,206	$	4,244	$	2,735

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2017

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Tronox Finance LLC			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Cash Flows from Operating Activities:
Net income (loss)	$	(38	)	$	39		$	(18	)	$	(41	)	$	(18	)	$	—
Depreciation, depletion and amortization		61			—			—			—			45			16
Other		37			(39	)		(33	)		42			52			15
Cash provided by (used in) operating activities		60			—			(51	)		1			79			31
Cash Flows from Investing Activities:
Capital expenditures		(32	)		—			—			—			(23	)		(9	)
Collections of intercompany loans		—			(71	)		50			—			—			21
Issuance of Intercompany loans		—			15			—			—			(15	)		—
Cash provided by (used in) investing activities		(32	)		(56	)		50			—			(38	)		12
Cash Flows from Financing Activities:
Repayments of debt		(4	)		—			—			—			—			(4	)
Repayments of intercompany loans		—			71			—			—			(71	)		—
Proceeds from intercompany loans		—			(15	)		—			15			—			—
Dividends paid		(6	)		—			—			(6	)		—			—
Restricted stock and performance-based shares settled in cash for taxes		(2	)		—			—			(2	)		—			—
Cash provided by (used in) financing activities		(12	)		56			—			7			(71	)		(4	)
Effects of exchange rate changes on cash and cash equivalents		1			—			—			—			—			1
Net increase (decrease) in cash and cash equivalents		17			—			(1	)		8			(30	)		40
Cash and cash equivalents at beginning of period	$	248		$	—		$	1		$	2		$	181		$	64
Cash and cash equivalents at end of period	$	265		$	—		$	—		$	10		$	151		$	104

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2016

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Tronox Finance LLC			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	476		$	(60	)	$	—		$	—		$	404		$	132
Cost of goods sold		455			(57	)		—			—			385			127
Gross profit		21			(3	)		—			—			19			5
Selling, general and administrative expenses		(50	)		1			—			(13	)		(28	)		(10	)
Restructuring expense		(2	)		—			—			—			(1	)		(1	)
Income (loss) from operations		(31	)		(2	)		—			(13	)		(10	)		(6	)
Interest and debt expense, net		(46	)		—			(26	)		—			(2	)		(18	)
Intercompany interest income (expense)		—			—			—			127			(140	)		13
Gain on extinguishment of debt		4			—			4			—			—			—
Other income (expense), net		(9	)		—			—			—			—			(9	)
Equity in earnings of subsidiary		—			189			—			(160	)		(29	)		—
Income (loss) before income taxes		(82	)		187			(22	)		(46	)		(181	)		(20	)
Income tax benefit (provision)		(12	)		—			7			(47	)		30			(2	)
Net income (loss)		(94	)		187			(15	)		(93	)		(151	)		(22	)
Net loss attributable to noncontrolling interest		(1	)		(1	)		—			—			—			—
Net income (loss) attributable to Tronox Limited	$	(93	)	$	188		$	(15	)	$	(93	)	$	(151	)	$	(22	)

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2016

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Tronox Finance LLC			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net income (loss)	$	(94	)	$	187		$	(15	)	$	(93	)	$	(151	)	$	(22	)
Other comprehensive income (loss):
Foreign currency translation adjustments		53			(88	)		—			40			48			53
Pension and postretirement plans		1			—			—			1			—			—
Other comprehensive income (loss)		54			(88	)		—			41			48			53
Total comprehensive income (loss)		(40	)		99			(15	)		(52	)		(103	)		31
Comprehensive income (loss) attributable to noncontrolling interest:
Net loss		(1	)		(1	)		—			—			—			—
Foreign currency translation adjustments		13			13			—			—			—			—
Comprehensive income attributable to noncontrolling interest		12			12			—			—			—			—
Comprehensive income (loss) attributable to Tronox Limited	$	(52	)	$	87		$	(15	)	$	(52	)	$	(103	)	$	31

GUARANTOR CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2016

(Millions of U.S. dollars)

	Consolidated		Eliminations			Tronox Finance LLC			Parent Company		Guarantor Subsidiaries		Non- Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	$	248	$	—		$	1		$	2	$	181	$	64
Restricted cash		3		—			—			—		3		—
Accounts receivable, net		424		—			—			—		325		99
Inventories, net		532		(13	)		—			—		363		182
Other current assets		49		(531	)		62			91		277		150
Investment in subsidiaries		—		(1,327	)		—			1,009		318		—
Property, plant and equipment, net		1,831		—			—			—		1,322		509
Mineral leaseholds, net		1,607		—			—			—		1,236		371
Intercompany loans receivable		—		(2,926	)		1,200			405		37		1,284
Other long-term assets		259		—			—			—		228		31

Total assets	$	4,953	$	(4,797	)	$	1,263		$	1,507	$	4,290	$	2,690

LIABILITIES AND EQUITY
Short-term debt	$	150	$	—		$	—		$	—	$	150	$	—
Other current liabilities		383		(531	)		43			495		181		195
Long-term debt		2,888		—			1,462			—		—		1,426
Intercompany loans payable		—		(2,926	)		—			—		2,888		38
Other long-term liabilities		379		—			—			3		198		178

Total liabilities		3,800		(3,457	)		1,505			498		3,417		1,837
Total equity		1,153		(1,340	)		(242	)		1,009		873		853

Total liabilities and equity	$	4,953	$	(4,797	)	$	1,263		$	1,507	$	4,290	$	2,690

GUARANTOR CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2016

(Unaudited)

(Millions of U.S. dollars)

	Consolidated			Eliminations			Tronox Finance LLC			Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Cash Flows from Operating Activities:
Net income (loss)	$	(94	)	$	187		$	(15	)	$	(93	)	$	(151	)	$	(22	)
Depreciation, depletion and amortization		55			—			—			—			46			9
Other		40			(187	)		(36	)		137			133			(7	)
Cash provided by (used in) operating activities		1			—			(51	)		44			28			(20	)
Cash Flows from Investing Activities:
Capital expenditures		(33	)		—			—			—			(23	)		(10	)
Proceeds on sale of assets		1			—			—			—			1			—
Collections of intercompany loans		—			(97	)		79			—			—			18
Issuance of Intercompany loans		—			67			—			—			(67	)		—
Cash provided by (used in) investing activities		(32	)		(30	)		79			—			(89	)		8
Cash Flows from Financing Activities:
Repayments of debt		(19	)		—			(15	)		—			—			(4	)
Repayments of intercompany loans		—			97			—			(79	)		(18	)		—
Proceeds from intercompany loans		—			(67	)		—			67			—			—
Dividends paid		(30	)		—			—			(30	)		—			—
Cash provided by (used in) financing activities		(49	)		30			(15	)		(42	)		(18	)		(4	)
Effects of exchange rate changes on cash and cash equivalents		3			—			—			—			—			3
Net increase (decrease) in cash and cash equivalents		(77	)		—			13			2			(79	)		(13	)
Cash and cash equivalents at beginning of period	$	229		$	—		$	—		$	1		$	165		$	63
Cash and cash equivalents at end of period	$	152		$	—		$	13		$	3		$	86		$	50