Tronox Limited and its subsidiaries (collectively referred to as
“Tronox Limited,” “we,” “us,” or “our”) is filing this
Form 8-K solely to provide additional information and details
regarding the revision of previously issued financial statements
disclosed in its Quarterly Report on Form 10-Q for the three
months ended March 31, 2017 filed with the Securities and
Exchange Commission on May 4, 2017 (the “First Quarter Form
10-Q”). During the quarter ended March 31, 2017, we identified a
misstatement in our selling, general, and administrative expense
for certain prior periods related to a liability resulting from a
non-timely filing with a statutory authority. The aggregate
misstatement is $11 million, which impacts our previously issued
consolidated statements of operations, comprehensive loss,
balance sheets and cash flows as of and for the years ended
December 31, 2015 and 2016, and the unaudited condensed
consolidated financial statements for the third and fourth
quarters and corresponding year-to-date periods of 2015, and each
quarter and corresponding year-to-date periods of 2016.

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

The revision associated with our selling, general, and
administrative expense as well as other immaterial adjustments
discussed above are filed as Exhibit 99.1 hereto and are
incorporated herein by reference. The information in this Form
8-K, including the exhibit should be read in conjunction with our
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, and subsequent filings made with the U.S. Securities and
Exchange Commission.

Exhibit No.		Description
99.1		Revised Financial Statements