Looking to the Future
T R O N O X H OL D IN GS P L C 2 0 2 4 A NNUAL REPORT
T R O N O X ’ S B U SI N ESS ST R AT EG Y
Our Purpose
We responsibly transform the earth’s resources
into products and opportunities that enhance lives
Our Vision
Be the leader in shaping a sustainable, thriving
world through enriched and refined minerals
Our strategy centers on four pillars:
Be the best at what we do.
Foster a high-performance culture in which we strive for zero harm and operational
excellence, harness technology, and encourage innovation to create value.
Leverage what makes us unique.
Empower our people, capitalize on our vertical integration, maximize value from our
entire product range, and use our global footprint for competitive advantage.
Grow our future.
Build on our current offering by strategically aligning with markets and customers
outpacing broader economic trends.
Be the benchmark for sustainability.
Demonstrate excellence in our contribution to human, social, economic and
environmental improvements for future generations.
What we do is essential to a sustainable, thriving world. We are
building on the strength of our foundation to realize our full
potential and create a more promising future.
We are proud to come to work every day knowing that our
products make a difference in this world, that our people and
their families benefit from our existence, and our communities
are better off because we’re there.
Dear Shareholders:
At Tronox, we responsibly transform the earth’s resources into products and
opportunities that enhance lives. This is our purpose, which we developed as an
organization in 2024, and it serves as our guiding principal. But it’s more than a
statement for us, it’s a reminder of the privilege of knowing that what we do every
day matters and can positively impact people everywhere, including our employees,
contractors, neighbors, customers and business partners around the world.
In support of our purpose, and in response to the many
challenges facing our industry, we also revised and
launched our business strategy to all of our employees.
Built on a strong foundation, we believe this strategy
will empower us to realize our full potential and create a
more promising future – together. Our strategy centers
on four pillars:
Be the best at what we do
We foster a high-performance culture in which we
strive for zero harm and operational excellence,
harness technology and encourage innovation to
create value.
We delivered encouraging safety performance in
2024, with one of our best Total Recordable Injury
Rates in decades. However, our Disabling Injury
Frequency Rate was higher than expected and a
humbling reminder that our journey to zero harm is
a relentless goal that requires an uncompromising
focus. Our leading indicators program continues to
help us identify and reduce operational risk while at
the same time fosters learning and the implementation
of best practices.
Our business transformation program progressed
with the challenging yet successful implementation
of operational excellence, global business processes
and digital architecture across all of our Australian
operations. The program turns its focus to implemen
tation at our U.S. sites for 2025, with remaining sites
slated for subsequent years. It has taken immense
collaboration and teamwork to accomplish this work,
and we look forward to realizing the long-term impacts
on our efficiency, cost, competitiveness and growth
of our people as a result of this multi-year journey.
We are driving innovation in all parts of our business.
Creating a high performance culture in which it’s safe
to question the status quo and think big is how we’ll
create long-term value for Tronox.
Grow our future
We will build on our current offering by strategically
aligning with markets and customers outpacing
broader economic trends.
Our Research & Development efforts remain
focused on product and process innovation to
enhance profitability and improve sustainability. On
the product side, we are proactively working with
customers to develop and implement alternatives for
Trimethylolpropane (TMP), a commonly used organic
surface treatment in TiO2 which has recently been
self-regulated by its manufacturers. And we are proud
to be further improving our offering by introducing
a new, global product for plastics masterbatch,
TiONA® 233, after years of co-development and
testing with our customers.
We are also continuing to evaluate strategic, high
growth opportunities as they arise, including India
as a growth market as well as focusing on the rare
earths space where we are looking to broaden our
monazite and rare earth minerals concentrate tailings
for further downstream processing.
Leverage what
makes us unique
We empower our people, capitalize on our
vertical integration, maximize value from our
entire product range, and use our global footprint
for competitive advantage.
Our vertically integrated business model serves
as a differentiator for Tronox by providing a secure
supply of low-cost feedstock to our pigment plants
worldwide, benefiting our customers and creating
high-margin revenue streams through the sale of
mining co-products like zircon.
L E T T E R TO S H A R EH O L D ER S
John D. Romano
L E T T E R TO S H A R EH O L D ER S
We are prioritizing investments in two key capital
mining projects in South Africa — Namakwa Sands
East OFS and KZN Fairbreeze — to replace our
existing mines reaching end of life. These investments
will ensure that we maintain our cost advantage for
feedstock sourced internally.
Further, we continue to use the results of our 2023
organization culture survey to understand how we
can best develop engaged and inclusive leaders,
drive better collaboration, create a healthy work
environment and celebrate success. We also
invested in developing our Employment Value
Proposition to capitalize on what makes Tronox
a special place to work, and we look forward to
bringing it to life in 2025.
Be the benchmark
for sustainability
We demonstrate excellence in our contribution
to human, social, economic and environmental
improvements for future generations.
In 2024, we made significant progress on our carbon
emissions reduction targets with two renewable
energy contracts in South Africa that will convert, on
a combined basis, a total of 70% of our electricity in
the region from coal-based to renewable sources
when the second project comes online in 2027. As a
result of the solar project coming online in 2024, we
are on track to achieve our Scope 1 and 2 emissions
reduction target for 2025 of 25%.
We are focused on numerous other initiatives including
reducing waste to external landfills, partnering with
our top-emitting suppliers to help reduce emissions
across our value chain, and our continuous involvement
and partnership with the communities in which we
operate. 2025 is a milestone year across all of our
sustainability related targets, including a 15% reduction
target for waste to external dedicated landfills and a
9% reduction in our Scope 3 emissions, and we expect
to achieve these goals in 2025.
We firmly believe that preserving our privilege to
operate is critical for our strategy today and for our
future. People and the environment are at the center
of preserving that privilege, and we therefore have the
responsibility to manage our business in a manner
that is both safe and sustainable.
2024 proved to be another year of unprecedented slow
recovery as the industry’s prolonged downturn continued.
We therefore remain focused on what is within our
control, including lowering our operating costs and
improving the reliability and efficiency of our operating
sites. I am grateful to and proud of the resilience and
determination of our Tronox team. Our vision for Tronox
is to be the leader in shaping a sustainable, thriving
world through enriched and refined minerals. Our
people are essential to achieving this. We believe that if
we center everything we do around our purpose, vision
and strategy, great success will follow.
Sincerely,
John D. Romano
Chief Executive Officer
2024 Fast Facts
$3.1 billion in revenue
$564 million Adjusted EBITDA
18.3% EBITDA margin
≈6,500 employees worldwide
9 TiO2 pigment facilities
6 mines
5 upgrading facilities
≈$1.9 million invested in our communities
≈1,200 customers in 120 countries
1.1 million metric tons of TiO2
(nameplate capacity)
2 0 2 4 F I N A N C IA L H I G H L I G H T S
Revenue from
Product Sales
78% TiO2
11% Other Products
11% Zircon
Sales Revenue
Distribution by
Geography
39% Europe,
Middle East
and Africa
28% Asia-Pacific
26% North America
7% South and
Central America
TiO2 Sales Volume
Distribution by End Use
76% Paints and
Coatings
20% Plastics
4% Paper and
Specialty
(*) Nameplate capacity
Full-Time Employees
by Region
32% South Africa
20% Australia
14% Europe
11% Asia-Pacific
10% North America
8% KSA
5% South America
Total Shareholder Return*
$197.02 S&P 500**
$161.74 S&P 400 Materials
$137.58 S&P Midcap 400 Chemicals
$103.20 Tronox
(*) $100 investment in stock or index on December 31.
Assumes reinvestment of dividends.
(**) Index is utilized in the Company’s annual report.
Copyright© 2024 Standard & Poor’s, a division of
S&P Global. All rights reserved.
(Millions of U.S. dollars, except share and per share amounts)(1)
2024
2023
2022
Sales
$3,074
$2,850
$3,454
Net (loss) income
$ (54)
$ (314)
$ 500
Diluted (loss) income per share
$ (0.31)
$ (2.02)
$ 3.16
Dividend paid per share
$ 0.50
$ 0.50
$ 0.50
Total assets
$6,038
$6,134
$6,306
Shares outstanding (at December 31)
157,938,056
156,793,755
154,496,923
(1) The following information is from our Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 19, 2025.
$250
$200
$150
$100
19
20
21
22
23
24
$3.1
billion
1.1
million
metric
tons*
$3.1
billion
≈6,500
Board of Directors
Ilan Kaufthal (3*)
Chair of the Board, Tronox
Holdings plc; Eastwind Advisors
John D. Romano
Chief Executive Officer
Peter B. Johnston (1,2)
Former Interim Chief Executive
Officer, Tronox Limited; Former
Global Head of Nickel Assets,
Glencore
Ginger M. Jones (1*,3)
Former Senior Vice President
and Chief Financial Officer,
Cooper Tire & Rubber Company
Lucréce Foufopoulos-De Ridder (3)
Former Executive Vice President,
Borealis Group
Sipho Nkosi (2,3)
Former Chief Executive Officer,
Exxaro Resources
Stephen Jones (1,2*)
Former President and Chief
Executive Officer, Covanta
Holding Corporation
Mutlaq Al-Morished
Former Chief Executive Officer,
TASNEE
Moazzam Khan
Managing Director, Cristal
International Holdings B.V.
Julie Beck (1)
Former Senior Vice President, Chief
Financial Officer, Terex Corporation
Jean-François Turgeon
Former Co-Chief Executive Officer,
Tronox Holdings plc
Dr. Talal Al-Shair
Director Emeritus
Our Board of Directors includes seven independent
directors who participate on three committees:
(1) Audit
(2) Human Resources and Compensation
(3) Corporate Governance and Sustainability
(*) Committee Chair
B O A R D O F D IR EC TO R S & EXEC U T I VE M A N A GEM EN T TEA M
Executive Management Team
John D. Romano
Chief Executive Officer
John Srivisal
Senior Vice President,
Chief Financial Officer
Jeff Engle
Senior Vice President,
Commercial and Strategy
Machiel Keegel
Vice President, SHEQ,
T&I and Capital
Jimmy Killebrew
Vice President, Operations –
Americas, Europe and Saudi Arabia
Mpho Mothoa
Vice President, Operations –
Asia Pacific and South Africa
Jeffrey Neuman
Senior Vice President, General
Counsel and Corporate Secretary
Amy Webb
Chief Human Resources Officer
Emad AlJunaidi
Senior Vice President,
Integrated Supply Chain and
Digital Transformation
Jennifer Guenther
Chief Sustainability Officer,
Head of Investor Relations and
External Affairs
Jonathan Flood
Vice President, Controller and
Principal Accounting Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year ended December 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
1-35573
(Commission file number)
TRONOX HOLDINGS PLC
(Exact name of registrant as specified in its charter)
England and Wales
98-1467236
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
263 Tresser Boulevard, Suite 1100
Laporte Road, Stallingborough
Stamford, Connecticut 06901
Grimsby, North East Lincolnshire, DN40 2PR
United Kingdom
Registrant’s telephone number, including area code: (203) 705-3800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share
New York Stock Exchange
Trading Symbol: TROX
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant
to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the ordinary shares held by non-affiliates of the registrant as of June 30, 2024 was approximately
$1,888,016,423.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of January 31, 2025, the registrant had 157,938,056 ordinary shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for its 2025 annual general meeting of shareholders are incorporated by reference in this Form
10-K in response to Part III Items 10, 11, 12, 13 and 14.
TRONOX HOLDINGS PLC
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
INDEX
Page
Form 10-K Item Number
PART I
Item 1.
Business
1
Item 1A. Risk Factors
12
Item 1B.
Unresolved Staff Comments
26
Item 1C.
Cybersecurity
26
Item 2.
Properties
28
Item 3.
Legal Proceedings
50
Item 4.
Mine Safety Disclosures
51
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
52
Item 6.
Selected Financial Data
53
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
53
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
66
Item 8.
Financial Statements and Supplementary Data
70
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
123
Item 9A. Controls and Procedures
124
Item 9B.
Other Information
124
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
125
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
126
Item 11.
Executive Compensation
126
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
126
Item 13.
Certain Relationships and Related Transactions, and Director Independence
127
Item 14.
Principal Accounting Fees and Services
127
PART IV
Item 15.
Exhibits, Financial Statement Schedules
128
Item 16.
Form 10-K Summary
129
SIGNATURES
130
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, and in other sections of this Form 10-K that are forward-looking statements.
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. These forward-looking statements,
which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future
financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions
based on our current expectations and projections about future events. 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 “Risk Factors.”
These risks and uncertainties are not exhaustive. Other sections of this Form 10-K may include additional factors, which
could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks
and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the
accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as
predictions of future events. Unless otherwise required by applicable law, we are under no duty to update any of these forward-
looking statements after the date of this Form 10-K to conform our prior statements to actual results or revised expectations and
we do not intend to do so.
When considering forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary
statements made in this Form 10-K and the documents incorporated by reference, including, in particular, the factors discussed
below. These factors may be revised or supplemented in subsequent reports on Forms 10-Q and 8-K.
Factors that may affect future results include, but are not limited to:
•
the risk that our customers might reduce demand for our products;
•
market conditions and price volatility for titanium dioxide (“TiO2”), zircon and other feedstock products, as well as
global and regional economic downturns, that adversely affect the demand for our end-use products;
•
the expansion of Chinese TiO2 production capacity and resultant continued increase in TiO2 exports as well as the
efficacy of anti-dumping and other trade remedies taken by governments to protect their domestic TiO2 producers;
•
changes in prices or supply availability for energy, other raw materials and/or shipping vessels;
•
liability, production delays and additional expenses from environmental and industrial accidents;
•
production curtailments, shutdowns or additional expenditures resulting from equipment upgrades, industrial accidents,
equipment failures and deterioration of assets;
•
the possibility that cybersecurity incidents or other security breaches may seriously impact our results of operations and
financial condition;
•
risks of operating a global business;
•
war, political and social instability, and/or hostilities, in the regions in which we operate, including, but not limited to,
the ongoing Russia and Ukraine and Middle East conflicts;
•
fluctuations in currency exchange rates;
•
the risk that the agreements governing our debt may restrict our ability to operate our business in certain ways, as well as
impact our liquidity;
•
our inability to obtain additional capital on favorable terms;
•
the risk that we may not realize expected returns or there may be a delay in realizing expected returns on our capital
projects, including our IT-enabled business transformation programs and various mine investment projects intended to
maintain our mineral reserves and resources;
•
an unpredictable regulatory, political and physical security environment in South Africa where we have significant
mining and beneficiation operations;
ii
•
the risk that our TiO2 products are subject to increased regulatory scrutiny that may impede or inhibit widespread usage
of TiO2 and/or diminish the Company's ability to sustain or grow its business or may add significant costs of doing
business;
•
ESG issues, including those related to climate change and sustainability as well as increased regulatory requirements
such as European Union's Corporate Sustainability Reporting Directive (CSRD), may subject us to additional costs and
restrictions;
•
extreme weather conditions could pose physical risks to our facilities and disrupt the operations of our supply chain and
increase operational costs;
•
the risk that our ability to use our tax attributes to offset future income may be limited;
•
concentrated share ownership in the hands of Cristal (as defined elsewhere herein) may result in conflicts of interest and/
or prevent minority shareholders from influencing the Company;
•
the risk that we are dependent on, and compete with other mining and chemical businesses for, key human resources in
the countries in which we operate; and
•
impact of English law and our articles of association on our ability to manage our capital structure flexibly and the anti-
takeover protections incorporated into our articles of association.
We are committed to providing timely and accurate information to the investing public, consistent with our legal and
regulatory obligations. To that end, we use our website to convey information about our businesses, including the anticipated
release of quarterly financial results, quarterly financial and statistical and business-related information. Investors can access
announcements about the Company through our website available at http://www.tronox.com. Our website is included as an
inactive textual reference only and the information contained therein or connected thereto shall not be deemed to be incorporated
into this Form 10-K.
iii
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PART I
For the purposes of this discussion, references to “we,” “us,” and, “our” refer to Tronox Holdings plc, together with its
consolidated subsidiaries (collectively referred to as “Tronox” or the "Company”). We are a public limited company formed
under the laws of England and Wales. 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”).
Item 1.
Business
Overview
Tronox is the world’s leading vertically integrated manufacturer of TiO2 pigment. We operate titanium-bearing mineral sand
mines and beneficiation and smelting operations in Australia and South Africa to produce feedstock materials that can be
processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and ultrafine TiO2 used in
certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-
sufficient as possible in the production of TiO2 at our nine pigment facilities located in the United States, Australia, Brazil, UK,
France, the Netherlands, China and the Kingdom of Saudi Arabia. We believe that vertical integration is the best way to achieve
our ultimate goal of delivering low cost, high-quality pigment to our approximately 1,200 TiO2 customers throughout the world.
The mining, beneficiation and smelting of titanium bearing mineral sands also creates meaningful quantities of co-products
including zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.
The following chart highlights the TiO2 value chain we participate in.
The following sets forth the percentage of our revenue derived from sales of our products by geographic region for the year
ended December 31, 2024.
1
26%
7%
39%
28%
North America
South and Central America
Europe Middle East and Africa
Asia Pacific
The below sets forth the percentage of our revenue derived from sales of our products for the year ended December 31, 2024.
78%
11%
11%
TiO2
Zircon
Other Products
For further financial information regarding our products and geographic regions, see the section entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, as well as Notes 3 and 23 of notes to our consolidated
financial statements, each included elsewhere in this Form 10-K.
2024 Key Strategic Initiatives
The following sets forth the key strategic initiatives underway in 2024:
Become the Low Cost TiO2 Producer by Investing in our Business Processes and Strengthening Vertical Integration
Our ability to compete effectively in the TiO2 industry is determined by many factors, including innovation, reliability,
product quality, customer service and price. The business processes that allow us to maximize the benefit of our vertical
integration and global footprint --- the so-called “hidden factory” --- needs to be optimized if we are to successfully meet the
pricing and other competitive pressures that characterize our industry. During 2024, we continued to progress with our multi-year
IT-enabled transformation program that includes both operational and business transformation.
2
In addition, in terms of strengthening vertical integration, during 2024, the Company invested approximately $135 million in
two key mining projects in South Africa - Namakwa East OFS and Fairbreeze extension - which are expected to replace existing
mines in South Africa reaching end of life. We believe these new mining sites are abundant in natural rutile and zircon, and will
be a significant source of high grade ilmenite suitable for direct use or slag processing. These investments are expected to
generate returns above the Company's cost of capital. In addition, we also have a mine development project in the early stages of
development in Australia which is intended to maintain our level of feedstock vertical integration.
In addition, we are also continuing to evaluate opportunities to leverage our expertise in mining and the exposure we have to
rare earth materials, including monazite, through our operations.
Capital Allocation
In addition to returning approximately $80 million in cash to shareholders in the form of dividends and investing $370
million of capital during 2024, we believe we continued to prudently manage liquidity and our balance sheet. During 2024, we
executed several term loan refinancing transactions which extended the maturities in such instruments while also reducing the
applicable interest rates thereunder. At the end of 2024, we had cash on hand of $151 million and untapped short-term borrowing
capacity of $427 million.
Develop Our Position as a Significant Supplier of Rare Earth Oxides
Tronox’s existing mining operations and tailing piles in South Africa and Australia contain significant quantities of
monazite, a mineral containing rare earth elements (REEs) widely recognized as a critical mineral for the energy transformation
underway to decarbonize the world’s economy. For these applications, REE must first be processed into an oxide form --- rare
earth oxides or “REO” --- that can then be metallized for the production of permanent magnets. Every step of the REE supply
chain today is dominated by China. China’s dominance of the processing of REO and production of permanent magnets is widely
recognized as a serious strategic challenge by democratic governments around the world.
The separation, beneficiation and processing technologies that Tronox uses to turn titanium-bearing ores into TiO2 are
applicable for turning monazite into REO. In the past, we sold our monazite in unconcentrated form as a waste product but given
the increased value associated with REE, we are now seeking to maximize the value of our existing geologic resources and deploy
our substantial technical know how and human capital to become a significant supplier of REO to non-Chinese producers of
metals and permanent magnets.
Our Principal Products
TiO2
TiO2 Pigment
TiO2 pigment is used in a wide range of products due to its ability to impart whiteness, brightness, and opacity. TiO2 pigment
is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications.
Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials
effectively and efficiently relative to alternative white pigments and extenders. TiO2 pigment is considered to be a quality of life
product. At present, it is our belief that there is no effective substitute for TiO2 pigment because no other white pigment has the
physical properties for achieving comparable opacity and brightness or can be incorporated as cost effectively.
Ultrafine Specialty TiO2
We produce ultrafine TiO2 at our manufacturing facility in Thann, France. We market ultrafine TiO2 products under the
CristalActiv® trademark. Ultrafine TiO2 has highly catalytic properties due to the relatively high surface area of each TiO2
molecule. The principal use of ultrafine TiO2 products is in NOx emission control products utilized in stationary, mobile and
marine applications.
In 2024, we generated $2.4 billion in revenue from sales of TiO2.
Zircon
Zircon (ZrSiO4) is a co-product of mining mineral sands deposits for titanium feedstock. Zircon is used as an additive in
ceramic glazes, which makes the ceramic glaze more water, chemical and abrasion resistant. It is also used for the production of
zirconium metal and zirconium chemicals, in refractories, as molding sand in foundries, and for TV screen glass, where it adds its
structural stability at high temperatures and resistance to abrasive and corrosive conditions. Zircon typically represents a relatively
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low proportion of the in-situ heavy mineral sands deposits we mine, but has a relatively high value compared to other heavy
mineral products. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive
applications in the glass, steel and cement industries. Foundry applications use zircon when casting articles of high quality and
value where accurate sizing is crucial, such as aerospace, automotive, medical, and other high-end applications.
In 2024, we generated $322 million in revenue from sales of zircon.
Other Products
High Purity Pig Iron
During the process of smelting ilmenite at our smelters to increase the concentration of titanium and produce titanium slag,
high purity pig iron is produced as a co-product. High purity pig iron is used as a raw material in foundries for the production of
high-quality ductile iron castings. Ductile iron is used extensively throughout the world for the production of safety critical
automotive parts, such as engine blocks, brake calipers and steering knuckles in cars and trucks.
Monazite
Like zircon, monazite is a co-product of mining mineral sands deposits for titanium feedstock. Monazite is concentrated and
processed to remove contaminants, such as uranium and thorium, before being separated into specific rare earth oxides (REOs)
such as neodymium (Nd), praseodymium (Pr), terbium (Tb), and dysprosium (Dy). These REOs can then be metallized and
formed into permanent magnets, particularly NdFeB magnets, that are needed to manufacture electric vehicle motors, wind
turbines and other green economy applications.
Feedstock
Most TiO2 products are derived from three naturally occurring minerals which are commonly referred to as heavy minerals or
mineral sands: ilmenite, leucoxene and rutile. Ilmenite, rutile, leucoxene, as well as titanium slag and synthetic rutile which are
processed from ilmenite, are the primary feedstock materials that we use for the production of TiO2 pigment. Titanium slag is
produced by smelting ilmenite in an electric arc furnace to separate titanium-oxide from the iron and other impurities. Synthetic
rutile is produced by reducing ilmenite in a rotary kiln, followed by leaching under various conditions to remove the metallic iron
from the reduced ilmenite grains. The purpose of both processes is to increase the titanium concentration of the ilmenite. There is
substantial overlap amongst each of the aforementioned with the primary differentiating factor being the level of titanium content.
For instance, rutile has the highest titanium dioxide content of approximately 94% to 96%, while ilmenite has the lowest of
approximately 45% to 65%. As a result of our continued pursuit of our vertical integration strategy, we currently do not expect to
actively sell feedstock going forward.
Titanium Tetrachloride
We sell titanium tetrachloride (“TiCl4”) from our facilities in Thann, France and Yanbu, KSA. At our Thann facility in
France, we produce TiCl4 dedicated for merchant market sales to customers for use mainly in the production of various types of
pigments and catalyst products. At our Yanbu facility, we produce excess TiCl4 which we both sell directly to a joint venture
between Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd. ("ATTM") for use at ATTM's titanium sponge
plant facility that is adjacent to our Yanbu facility and in the merchant market.
In 2024, we generated $345 million in revenue from the sale of high purity pig iron, monazite, titanium tetrachloride and
other products.
The demand for certain of our products during a given year is subject to seasonal fluctuations. See “Risk Factors –
Risks Relating to our Business - The markets for many of our products have seasonally affected sales patterns”.
Mining and Beneficiation of Mineral Sands Deposits
Our current operational mining and beneficiation of mineral sands deposits are comprised of the following:
•
KwaZulu-Natal (“KZN”) Sands operations located on the eastern coast of South Africa consisting of the Fairbreeze
mine, a concentration plant, a mineral separation plant and two smelting furnaces that produce titanium slag;
•
Our Namakwa Sands operations located on the western coast of South Africa consisting of the Namakwa mine, two
concentration plants, a mineral separation plant, as well as two smelting furnaces that produce titanium slag;
4
•
Our Northern Operations complex in Western Australia consisting of the Cooljarloo dredge mine and floating heavy
mineral concentration plant and the Chandala metallurgical site which includes a mineral separation plant and a synthetic
rutile plant that produces synthetic rutile;
•
Eastern Australia operations consisting of the Atlas mine and a heavy mineral concentration plant located there and a
mineral separation plant located at Broken Hill, New South Wales; and
•
Perth Basin operations in Western Australia consisting of the Wonnerup mine and a mineral separation plant.
Zircon and monazite are often, but not always, found in mineral sands deposits containing ilmenite. They are extracted,
alongside ilmenite and rutile, as part of the initial mineral sands separation process.
The mining of mineral sands deposits is conducted either “wet,” by dredging or hydraulic water jets, or “dry,” by using earth-
moving equipment to excavate and transport the sands. The type of mining operation we deploy is dependent upon the
characteristics of the ore body. Dredge mining is generally the favored method of mining mineral sands, provided that the ground
conditions are suitable, water is readily available and the deposit is low in slime content. Dry mining techniques are generally
preferred in situations involving hard ground, discontinuous ore bodies, small tonnage, high slimes contents and/or very high
grades.
Regardless of the type of mining technique, the first step in the beneficiation process after the mineral sands have been mined
is to utilize wet concentrator plants to produce a high grade of heavy mineral concentrate (typically approximately 90% to 98%
heavy mineral content). Screened ore is first de-slimed, a process by which slimes are separated from larger particles of minerals,
and then processed through a series of spiral separators that use gravity to separate the heavy mineral sands from lighter materials,
such as quartz. Residue from the concentration process is pumped back into either the open pits or slimes dams for rehabilitation
and water recovery.
After producing heavy mineral concentrate in our wet concentrator plants, we separate the non-magnetic (rutile, zircon and
monazite) and magnetic (ilmenite) fractions utilizing a variety of techniques. Through the separation process, we produce zircon
which is sold directly to customers, rutile and leucoxene which can immediately be used as feedstock material to make TiO2
pigment, and monazite which we currently sell in a relatively unconcentrated form but which we plan on further processing before
sale to extract greater value.
Ilmenite is generally further refined for use in our TiO2 pigment manufacturing processes. Depending on the characteristics
of the ilmenite we use two fundamental processes to refine ilmenite. Both processes involve the removal of iron and other non-
titanium material.
•
Titanium slag is made by smelting ilmenite in an electric arc furnace to separate titanium-oxide from the iron and other
impurities. The result is two products: “slag” which contains 86% to 89% titanium dioxide and is considered a TiO2
feedstock material, and high purity pig iron which is ready for sale to end-use customers.
•
Synthetic rutile is made by reducing ilmenite in a rotary kiln, followed by leaching under various conditions to remove
the iron from the reduced ilmenite grains. Activated carbon is a byproduct of this process. Our synthetic rutile has a
titanium dioxide content of approximately 89% to 92% and is also considered a TiO2 feedstock material.
Our current mining and beneficiation operations have an annual production capacity of approximately 832,000 metric tons
(“MT”) of titanium feedstock, which is comprised of 182,000 MT of rutile and leucoxene, 240,000 MT of synthetic rutile and
410,000 MT of titanium slag. We currently have the capability to produce approximately 297,000 MT of zircon and 250,000 MT
of pig iron per year.
Competitive Conditions of Mining and Feedstock Production
Globally, there are a large number of mining companies that mine mineral sand deposits containing ilmenite, as well as
zircon. However, there is a smaller number of mining companies that are also involved in upgrading the underlying ilmenite to
produce feedstock typically utilized by TiO2 producers.
Pigment producers procure a range of types of feedstocks from multiple feedstock producers to create varying blends of
feedstock materials that maximize the efficiency and economic returns of their unique production technique under conditions
applicable at the time of production. Pigment producers frequently switch the relative amount of each feedstock they procure
based on a number of factors including: the relative cost of feedstocks, feedstock logistics costs, the cost of, and availability of,
chemicals used to process feedstocks, as well as waste management costs. Hence, there is a high degree of substitutability
between and among titanium feedstocks.
Production of TiO2 Pigment
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TiO2 pigment is produced using a combination of processes involving the manufacture of base pigment particles through
either the chloride or sulfate process followed by surface treatment, drying and milling (collectively known as finishing).
Currently, approximately 87% of our TiO2 pigment production capacity is produced using the chloride process and approximately
13% of our TiO2 production capacity is produced using the sulfate process.
We use the sulfate process at our manufacturing facility in Thann, France to produce ultrafine TiO2 products.
In the chloride process, feedstock (slag, synthetic rutile, natural rutile or ilmenite ores) are reacted with chlorine (the
chlorination step) and carbon to form TiCl4 in a continuous fluid bed reactor. Purification of TiCl4 to remove impurities is
accomplished using selective condensation and distillation processes. The purified TiCl4 is then oxidized in a vapor phase form to
produce raw pigment particles and chlorine gas. The latter is recycled back to the chlorination step for reuse. Raw pigment is then
typically slurried with water and dispersants prior to entering the finishing step. Due to the nature of the production process, the
final pigment product is not sensitive to the feedstocks used to create it, as substantially all substances other than TiO2 are
removed during the process. The chloride process currently accounts for substantially all of the industry-wide TiO2 production
capacity in North America, and approximately 41% of industry-wide capacity globally.
In the sulfate process, ilmenite and/or slag are dissolved in concentrated sulfuric acid. After removing impurities, dissolved
titanium is hydrolyzed and separated from the remaining sulfuric acid. The titanium hydrolysate is subsequently calcined in a
rotary kiln to produce a raw TiO2. The product is then further finished in a similar way to TiO2 produced through the chloride
process.
Commercial production of TiO2 pigment results in one of two different crystal forms: rutile, which is manufactured using
either the chloride process or the sulfate process, or anatase, which is only produced using the sulfate process. Rutile TiO2 is
preferred over anatase TiO2 for many of the largest end-use applications, such as coatings and plastics, because its higher
refractive index imparts better hiding power at lower quantities than the anatase crystal form and it is more suitable for outdoor
use because it is more durable.
The primary raw materials used in the production of chloride TiO2 pigment include titanium feedstock, chlorine and coke. As
discussed above, we believe we are unique in the degree to which we produce our own high-grade titanium feedstock. Other
chemicals used in the production of TiO2 are purchased from various companies under short and long-term supply contracts. In
the past, we have been, and we expect that we will continue to be, successful in obtaining extensions to these and other existing
supply contracts prior to their expiration. We expect the raw materials purchased under these contracts, and contracts that we enter
into the near term, to meet our requirements over the next several years.
Marketing of TiO2
We supply and market TiO2 under the brand name TIONA® and CristalActiv® to approximately 1,200 customers in
approximately 120 countries, including market leaders in each of the key end-use markets for TiO2, and we have supplied each of
our top ten customers with TiO2 for more than 10 years. We have implemented a margin stabilization program which we believe
provides relative certainty over availability of product and price stability to customers who choose to participate, and have also
initiated a long-term partnership strategy that we believe will strengthen the commitments from our customers across all regions
and products. The long-term partnership strategy and margin stabilization programs are key parts of our TiO2 marketing and sales
strategy, enabling us to focus on predictability and reliability of TiO2 delivery across the supply and demand cycle.
The following sets forth the percentage of our TiO2 sales volume by end-use market for the year ended December 31, 2024:
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76%
4%
20%
Paints and Coatings
Paper and Specialty
Plastic
In addition to price and product quality, we compete on the basis of technical support and customer service. We sell our
products through both a direct sales force and third-party agents and distributors. Our direct sales, marketing and technical
service organizations execute our sales and marketing strategy on a global basis. Due to the technical requirements of TiO2
applications, our technical service organization and direct sales offices are supported by a regional customer service staff located
in each of our major geographic markets.
Our sales and marketing strategy focuses on aligning ourselves with customers growing faster than the market and effective
customer management through the development and maintenance of strong relationships. We develop customer relationships and
manage customer contact across multiple contact points within the organization including our sales, technical service and
marketing, research and development, and customer service teams. These primary points of contact are supplemented by direct
contact with plant operations personnel, supply chain specialists, and senior management. We believe that multiple points of
customer contact facilitate efficient problem solving, supply chain support, formula optimization and co-development of products.
Competitive Conditions of TiO2 Pigment
The global market in which our TiO2 pigment business operates is highly competitive. Competition is based on a number of
factors such as price, product quality and service. We face competition from both chloride process pigment producers and sulfate
process pigment producers. Moreover, because transportation costs are minor relative to the cost of our product, there is also
competition between products produced in one region versus products produced in another region.
We face competition from global competitors with headquarters in Europe, the United States and China, including Chemours,
LB Group, Kronos Worldwide Inc., INEOS, and Venator. In addition, we compete with numerous regional producers particularly
in Eastern Europe and China.
Research and Development
We have research and development facilities that aim to develop new products, service our products, and focus on applied
research and development of both new and existing processes. The majority of scientists supporting our TiO2 pigment product
development and testing are located in Oklahoma City, Oklahoma, USA and Stallingborough, UK, while the majority of scientists
supporting our TiO2 ultrafine specialty business are located in Thann, France. In addition, the research and development personnel
relating to our mineral sands operations are located in Australia and South Africa. Our research and development initiatives for
concentration and separation of REOs is centered in Perth, Australia.
New process developments are focused on increased throughput, efficiency gains and general processing-related
improvements for our customers. Ongoing development of process technology contributes to cost reduction, enhanced production
flexibility, increased capacity, and improved consistency of product quality. Process technology research also pertains to
concentration and separation of monazite into neodymium (Nd), praseodymium (Pr), terbium (Tb), and dysprosium (Dy), the
types of REOs that are most in demand for EV and wind turbine applications.
During 2024, as a result of changes in certain regulations regarding a key treatment chemical used in the manufacturing of
TiO2 products, we launched a new global coatings product. In addition, sustainable by design principals continue to be a focus of
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our research and development activities to align with the Company’s stated sustainability goals. Moreover, we continued to focus
on technology transfers across our pigment plants to help us realize the full potential of our global manufacturing footprint.
During 2024, we also made progress on expanding our coatings and plastics capabilities in EMEA and APAC to support growth
within those regions. In addition, we also continued to support rare earth initiatives which resulted in improvements in the
characterization and transformation of raw materials that could be used in the rare earth space. With regards to our TiO2 ultrafine
specialty business, in 2024, research and development activities focused on a broad array of areas including direct lithium
extraction, carbon capture, catalysts for low carbon fuels and developing more effective DeNOx catalysts for use in automotive
and power generation.
Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights
Protection of our proprietary intellectual property is important to our business. At December 31, 2024, we held 73 patents and
4 patent applications in the U.S., and approximately 541 in foreign counterparts, including both issued patents and pending patent
applications. Our U.S. patents have expiration dates ranging through 2044. Additionally, we have 11 trademark registrations in
the U.S. and 3 trademark applications in the U.S., as well as 313 trademark counterpart registrations and applications in foreign
jurisdictions.
We also rely upon our unpatented proprietary technology, know-how and other trade secrets. The substantial majority of our
patents and trade secrets relate to our chloride products, surface treatments, chlorination expertise, and oxidation process
technology, and this proprietary chloride production technology is an important part of our overall technology position. However,
much of the fundamental intellectual property associated with both chloride and sulfate pigment production is no longer subject to
patent protection. At Namakwa Sands, we rely on intellectual property for our smelting technology, which was granted to us in
perpetuity by Anglo American South Africa Limited for use on a worldwide basis, pursuant to a non-exclusive license.
While certain of our patents relating to our products and production processes are important to our long-term success, more
important is the operational knowledge we possess. We also use and rely upon unpatented proprietary knowledge, continuing
technological innovation and other trade secrets to develop and maintain our competitive position. We conduct research activities
and protect the confidentiality of our trade secrets through reasonable measures, including confidentiality agreements and security
procedures. We protect the trademarks that we use in connection with the products we manufacture and sell, and have developed
value in connection with our long-term use of our trademarks. See “Risk Factors—If our intellectual property were compromised
or copied by competitors, or if competitors were to develop similar intellectual property, our results of operations could be
negatively affected. Further, third parties may claim that we infringe on their intellectual property rights which could result in
costly litigation."
Human Capital
Tronox employs approximately 6,500 people across six continents, and we believe it is our rich diversity and exceptional
operational and technical expertise that, combined with our vertical integration model, position Tronox as the world's leading
vertically integrated manufacturer of titanium dioxide pigment. Recognizing the importance of our human capital, one of our core
strategies is to foster a high-performance culture in which we strive for zero harm and operational excellence, while harnessing
technology and encouraging innovation to create value, all while empowering our people. In addition, we have placed a priority
around developing leaders who will help us effectively (i) acquire, develop and nurture our talent, and (ii) foster a culture that
embodies the values that are important to us, starting with safety and operating our business responsibly.
People
Because we operate both titanium ore mines and titanium dioxide pigment plants, and because our operations span the world,
we require specialty skills in mining and TiO2 pigment manufacturing. We also need people who are willing to learn skills across
both mining and chemicals operations and who can help us extract value from our integrated model. The below map sets forth the
approximate number of employees as of December 31, 2024, in each of the global regions in which we operate.
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Accordingly, we place a high priority on knowledge transfer (including by relocating skilled leaders across countries and
between mining and TiO2 pigment operations, by staffing high-potential employees in regions on global projects, and by enabling
collaboration in global centers of excellence), and we place a high priority on fostering diversity, equity and inclusion. We are
committed to creating an organization where leaders encourage a diverse workforce, where people feel valued and respected, have
access to opportunities, and in which a variety of different voices are encouraged and heard. For instance, during 2024, we
continued our cultural awareness program in which employees were invited to attend panel-style webinars to learn more about the
cultures of the countries where we operate. In addition, in 2024, our D&I regional chapters focused on implementing global
initiatives around improvements to our new employee onboarding process to ensure new hires are aware of our D&I programs and
how they can participate.
We also place an uncompromising focus on operating safe, reliable, and responsible facilities, and we measure our progress
with both safety metrics and leading indicators. We believe every employee and contractor has a responsibility for safety, and we
proactively identify and manage risk, conduct ourselves responsibly, exercise good judgement, and take accountability for our
actions. In 2024, our employees worked approximately 12 million hours with 20 recordable injuries and no fatalities from our
operations, and our contractors worked approximately 12 million hours with 19 recordable injuries and no fatalities from our
operations.
Culture
We aim to create an organizational culture where employees unleash their full value through living our values, and fostering a
high-performance culture. We apply an "outward mindset" by which we mean that each employee should be highly aware of the
organization's goals and how his or her individual actions affect the entire organization. In 2024, we utilized focus groups around
the organization to gain further insight into the results of a cultural survey initiated during 2023. As a result of the feedback from
the survey, we developed and launched several new programs and initiatives. We believe we can have the most success fostering
a high performance culture by setting high expectations for each other and modelling ways of work done well, enrolling our
people into fulfilling our vision and strategy, and investing the success and fulfillment of our people.
Nearly all of our employees have been through training and development courses which instill the principles of working with
an outward mindset. The consistent training and reinforcement of the importance of acting with an outward mindset has enabled
us to transform our culture. We believe this cultural transformation is reflected in our results, starting with safety: our people
truly care for one another, and not only other employees, but also our contractors, visitors and communities. Shaped by an
outward mindset, our people have embraced our global diversity and are naturally inclusive.
Today, we are a collaborative group of people who naturally want to be helpful to others, and we adjust our own efforts to
make our colleagues’ work easier, however we can.
Building on the foundation of applying an outward mindset, we have adopted a set of core values that describes our
expectations of one another, starting with safety. Every performance review starts with a self-assessment and manager’s
assessment of our consistency in living our values. Employees are encouraged – and provided a toolkit – to develop in the values
where they are weak, and to help coach others in the values where they are strong.
Tronox Core Values
9
•
We have an uncompromising focus on operating safe, reliable and responsible facilities.
•
We honor our responsibility to create value for stakeholders.
•
We treat others with respect, and act with personal and organizational integrity.
•
We build our organization with diverse, talented people who make a positive difference and we invest in their success.
•
We are adaptable, decisive and effective.
•
We are trustworthy and reliable, and we build mutually rewarding relationships.
•
We share accountability, and have high expectations for ourselves and one another.
•
We do the right work the right way in every aspect of our business.
•
We celebrate the joy of working together to accomplish great things.
Capabilities
At Tronox we lead with safety. To ensure we live this value with impact, a key focus of our strategy is to drive risk reduction
with an updated safety program focused on leading indicators. This program is intended to help find areas for the Company to
make improvements and make our business safer with initiatives that would not be accomplished otherwise. In 2024, we
completed numerous projects to reduce risk and increase workplace pride. In 2025, we plan to broaden the scope of such
activities as our teams continue to generate action items that we believe will make our operations safer.
In addition, our employees are further guided by our code of conduct and business ethics and we conduct annual global
training to help them fully understand and comply with our code of conduct.
We also have a rigorous succession planning process with respect to key positions throughout the organization. We believe
such process allows us to proactively develop the talent of the future and allows us to move with speed and agility when
leadership changes are required. As part of the succession planning process, high potential leaders are identified and development
plans are completed for each candidate.
Sustainability
Our business requires an unwavering focus on sustainable operating practices, and our commitment to sustainability supports
our overall vision to be the leader in shaping a sustainable, thriving world through enriched and refined minerals and a key pillar
of our strategy to be the benchmark for sustainability. As such, we integrate sustainability into every aspect of our business—
from our culture and our strategy to our operating practices. We believe sustainable operations enable us to better control costs
and manage our environmental footprint. Sustainability also encompasses providing our employees with a safe, diverse workplace
and offering them opportunities to grow and develop. Ultimately, safe, environmentally sustainable operations demonstrates our
respect for our communities and supports our continued privilege to operate.
Our sustainability efforts are also focused on reducing Tronox’s carbon footprint. Our detailed and actionable roadmap for
reducing carbon emissions in the short-, medium- and long-term demonstrates Tronox’s commitment to mitigating the impact of
climate change. Our roadmap covers 100% of our operations and is based on a thorough analysis of our carbon footprint and
step-by-step plans to reduce it. The majority of our greenhouse gas ("GHG") emissions are generated from our TiO2 slag furnaces
in South Africa, synthetic rutile kiln in Western Australia, and TiO2 pigment plants in the United States, United Kingdom,
France, Brazil, China, Netherlands, Australia, and the Kingdom of Saudi Arabia.
We aim to reduce Scope 1 and Scope 2 emission intensity 25% by the end of 2025 and 50% by the end of 2030, in each case
against a 2019 baseline. During 2024, a 200 MW solar energy project in South Africa we first announced in Q1 2022 became
fully operational. This project is expected to reduce Tronox’s global Scope 1 and 2 emissions by approximately 13%. In addition,
in June 2024, we announced a second large-scale renewable energy project in South Africa that is expected to be fully operational
by the end of 2027. Upon completion of such project, the Company expects that approximately 70% of its South African needs
will be satisfied by renewable energy. It remains our long-term goal to achieve “net zero” carbon emissions by 2050. We believe
the Company’s dedication to these significant renewable energy projects are just two examples of how Tronox is committed to
being a leader when it comes to corporate sustainability and protection of the environment.
Environmental, Health and Safety Authorizations
Mining
Our facilities and operations are subject to extensive general and industry-specific environmental, health and safety
regulations in jurisdictions where we operate, but particularly South Africa and Australia. These regulations include those relating
to mine rehabilitation, liability provision, water management, the handling and disposal of hazardous and non-hazardous
materials, and occupational health and safety. The various legislation and regulations are subject to a number of internal and
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external audits. We believe our mineral sands operations are in compliance, in all material respects, with existing health, safety
and environmental legislation and regulations.
Regulation of the Mining Industry in South Africa
The South African mining regulatory regime is comprehensive and requires regular reporting to applicable government
departments. A failure to, among other things, comply with any such reporting requirements or the conditions of any mining
license could result in extended mandatory shutdown periods, license and/or mining right suspensions or revocations all of which
could impact our business.
In South Africa, the primary legislative enactments with which our mines are required to comply are the Mineral and
Petroleum Resources Development Act (“MPRDA”) which governs the acquisition and retention of prospecting and mining
rights. In addition, the Mine Health and Safety Act governs the manner in which mining must be conducted from a health and
safety perspective, while the National Environmental Management Act (and its subsidiary legislation) provides the underlying
framework with respect to environmental rules and regulation for which our operations must comply. For additional details
regarding other South African legislative enactments that govern our mining licenses please see the section entitled “Risk Factors”
set forth elsewhere in this Form 10-K.
Regulation of the Mining Industry in Australia
Each Australian state and territory has its own legislation regulating the exploration for and mining of minerals. Our key
exploration and mining operations are regulated by the Mining Act 1978 (WA), the Mining Act 1992 (NSW) and their related
regulations.
In Western Australia, State Agreements are contracts between the State and the proponents of major resources projects within
Western Australia, and are intended to foster resource development and related infrastructure investments. These agreements are
approved and ratified by the Parliament of Western Australia. The State Agreement relevant to the development of certain of our
Western Australian operations is the agreement authorized by the Mineral Sands (Cooljarloo) Mining and Processing Agreement
Act 1988 (WA). This agreement concluded in March 2020 and Tronox's rights and obligations are now covered by the Western
Australian Mining Act.
Regulation of Finished Product Manufacturing
Our business is subject to extensive regulation by federal, state, local and foreign governments. Governmental authorities
regulate the generation and treatment of waste and air emissions at our operations and facilities. At many of our operations, we
also comply with worldwide, voluntary standards developed by the International Organization for Standardization (“ISO”), a
nongovernmental organization that promotes the development of standards and serves as a bridging organization for quality and
environmental standards, such as ISO 9002 for quality management and ISO 14001 for environmental management.
Chemical Registration
As a chemical manufacturer with global operations, we are subject to a wide array of regulations regarding the import, export,
labelling, use, storage and disposal of our products. We are obliged to comply with the regulation of chemical substances and
inventories under the Toxic Substances Control Act in the United States and the Registration, Evaluation and Authorization of
Chemicals (“REACH”) regulation in Europe, as well as a growing list of analogous regimes in other parts of the world, including
China, South Korea and Taiwan. Manufacturers and importers of chemical substances must register information regarding the
properties of their existing chemical substances with the European Chemicals Agency (“ECHA”). REACH regulations require
chemical substances which are newly imported or manufactured in the EU to be registered before being placed on the market,
assessed for human health or environmental risk and for registrations to be updated periodically such as when new information
emerges relevant to human health or environmental risks associated with the production or use of the substance. For additional
information on this topic, see section entitled "Risk Factors - Risks Relating to our Legal and Regulatory Environment - Our TiO2
products are subject to increased regulatory scrutiny that may impede or inhibit widespread usage of TiO2 and / or diminish the
Company's ability to sustain or grow its business or may add significant costs of doing business."
Greenhouse Gas Regulation
Globally, our operations are subject to regulations that seek to reduce emissions of GHGs. We currently report and manage
GHG emissions as required by law for sites located in jurisdictions requiring such managing and reporting of GHGs, primarily the
European Union, United Kingdom and Australia. For additional information on this topic, see section entitled “Risk Factors –
Risks Relating to our Legal and Regulatory Environment - ESG issues, including those related to climate change and
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sustainability, may subject us to additional costs and restrictions, including increased energy and raw material costs, which could
have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.”
Available Information
Our public internet site is http://www.tronox.com. The content of our internet site is available for information purposes only
and is included as an inactive textual reference. It should not be relied upon for investment purposes, nor is it incorporated by
reference into this annual report on Form 10-K unless expressly noted. We make available, free of charge, on or through the
investor relations section of our internet site, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers, as well as any amendments
to those reports filed or furnished pursuant to the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange
Commission (the “SEC”).
We file current, annual and quarterly reports, proxy statements and other information required by the Exchange Act with the
SEC. Our SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov. The content of the
SEC's internet site is available for informational purposes only and is included as an inactive textual reference. It should not be
relied upon for investment purposes, nor is it incorporated by reference into this annual report on Form 10-K unless expressly
noted.
Item 1A.
Risk Factors
You should carefully consider the risk factors set forth below, as well as the other information contained in this Form 10-K,
including our consolidated financial statements and related notes. This Form 10-K contains forward-looking statements that
involve risks and uncertainties. Any of the following risks could materially and adversely affect our business, financial condition
and results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be
immaterial may also materially and adversely affect our business, financial condition and results of operations. The following
risk factors are not necessarily presented in order of relative importance and should not be considered to represent a complete set
of all potential risks that could affect our business, financial condition and results of operations.
RISKS RELATING TO OUR BUSINESS
Market conditions, as well as global and regional economic downturns that adversely affect the demand for our end-use
products, could adversely affect the results of our operations and the prices at which we can sell our products, thus, negatively
impacting our financial results.
Our revenue and results of operations are significantly dependent on sales of TiO2 products and zircon. Demand for these
products historically have been linked to global, regional and local GDP and discretionary spending, which can be negatively
impacted by regional and world events or economic and market conditions. Such events can cause a decrease in demand for our
products and market prices to fall, which may have an adverse effect on our results of operations and financial condition. 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 results of operations tend to vary with changes in the business cycle.
A significant portion of the demand for our TiO2 products comes from manufacturers of paint and plastics. A significant
portion of the demand for zircon comes from the construction and other industrial end markets. Our customers may experience
significant fluctuations in demand for their own end products because of economic conditions, changes in consumer demand, or
increases in raw material and energy costs. In addition, with respect to the zircon market, we believe that China currently accounts
for approximately 50% of the world’s demand for zircon. As such, any prolonged economic downturn in China could result in
reduced zircon and TiO2 demand in China which could have a material adverse effect on our business and financial results.
The price of our products, in particular, TiO2, zircon, and pig iron, have been, and in the future may be, volatile. Price
declines for our products will negatively affect our financial position and results of operations.
Historically, the global market for TiO2, zircon and pig iron have been volatile, and those markets are likely to remain
volatile in the future. Prices for TiO2, zircon and pig iron may fluctuate in response to relatively minor changes in the supply of,
and demand for, these products, market uncertainty and other factors beyond our control. Factors that affect the price of our
products include, among other things:
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•
overall economic conditions;
•
the level of customer demand particularly in the paint, plastics and construction industries;
•
the level of production and exports of our products globally, including the impact of competitors increasing their
capacity and exports;
•
the level of production and cost of materials, such as chlorine, sulfuric acid and anthracite, used to produce our products,
including rising prices of raw materials due to inflation;
•
the cost of energy consumed in the production of TiO2 and zircon, including the price of natural gas, electricity and pet
coke;
•
domestic and foreign governmental regulations, tariffs or other trade disputes, regulations and taxes;
•
political conditions or hostilities and unrest in regions where we manufacture and/or export our TiO2, zircon and
feedstock/other products; and
•
major public health issues, such as COVID-19, which could cause, among other things, macroeconomic disruptions.
Pricing pressure, along with demand fluctuations, with respect to our TiO2 products, zircon and pig iron can make it difficult
to predict the cash we may have on hand at any given time, and a prolonged period of price declines and/or demand declines may
materially and adversely affect our financial position, liquidity, ability to service and repay our debt, pay dividends, operate our
business, fund our liquidity and capital needs, including to finance planned capital expenditures and results of operations.
Our industry and the end-use markets in which we compete are highly competitive and are characterized by excessive
production capacity, particularly in China. Competition and excess production capacity may adversely affect our results of
operations and operating cash flows.
Each of our markets is highly competitive. Competition in the TiO2 industry is based on a number of factors such as price,
product quality, and service. We face significant competition from major international and smaller regional competitors,
especially producers in China. Chinese producers have significantly expanded their TiO2 production capacity in recent years and
the volume of their exports and have publicly announced their intention to continue to expand their TiO2 production capacity and
aggressive exports efforts. Moreover, the increased Chinese TiO2 production capacity, along with the prolonged economic
downturn in China, is resulting in increasing quantities of TiO2 being exported to other regions of the world in which we compete
typically at lower prices.
We compete with a large number of mining companies with respect to zircon. Zircon producers generally compete on the
basis of price, quality, logistics, delivery, payment terms and consistency of supply. Moreover, increased Chinese production of
zircon from heavy mineral concentrates imported from Africa and Australia, along with the prolonged economic downturn in
China, is resulting in increasing quantities of zircon being exported by China to other regions of the world in which we compete.
In addition, we face substantial risk that our customers could switch to our competitors’ products in response to any number
of developments including lower price offerings by our competitors for substantially the same products, new product development
by competitors, or with respect to zircon customers, switching to lower priced substitute products. Our inability to develop,
produce or market our products to compete effectively against our competitors could have a material adverse effect on our
business, financial condition, results of operations and cash flow.
Although certain jurisdictions have imposed anti-dumping duties or similar duties against TiO2 imports from China, there can
be no assurance that such duties will benefit our business, and if such duties are reduced, removed or not extended, it could
have a material adverse effect on our results of operations and financial position.
The European Commission and Brazilian governments have both imposed anti-dumping duties on the importation of TiO2
products originating in China. The anti-dumping duties imposed by the European Commission in January 2025 are definitive and
will remain in effect for an initial period of five years until January 2030 with the possibility of an extension for an additional five
years. The anti-dumping duties imposed by Brazil’s Chamber of Foreign Trade are provisional and will be in place until April
2025 with the possibility that they will become definitive on or around June 2025 for a five-year period. In addition, the trade
defense agency in India has announced anti-dumping duties that, subject to approval by the Indian Ministry of Finance, will go
into effect in the near future and the Kingdom of Saudi Arabia (KSA) has announced that it is investigating whether dumping of
TiO2 products originating in China may be imposed in the Kingdom.
We may benefit from these duties due to the impact they may have on the price at which Chinese importers sell TiO2 in these
jurisdiction as well as on the volume of exports of Chinese-made TiO2 to these jurisdictions. However, there can be no assurance
that these duties will prove effective in increasing the price at which such Chinese producers sell TiO2 in the jurisdictions that
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have or will impose anti-dumping duties nor in decreasing the volume of TiO2 sold by Chinese exporters. Moreover, the
Brazilian government may elect to allow the provisional duties to expire without imposing definitive duties; the Indian Ministry
of Finance may not approve the anti-dumping duties recommended by the Indian trade defense agency; and KSA may determine
that Chinese producers are not, in fact, dumping TiO2 in the KSA market or may impose duties that are insufficient to effect
Chinese export behavior. Any of these outcomes could have a material adverse effect on our results of operations and financial
position. Anti-dumping duties are generally subject to periodic reviews and, occasionally, legal challenges, which can result in
their revocation, suspension or reduction. If these anti-dumping duties and tariffs were to be revoked or reduced in the future, or if
they do not adequately combat China’s unfair trade practices, our results of operations and financial position could be adversely
impacted.
We also benefit from the duties issued by the U.S. government pursuant to Section 301 of the Trade Act of 1974 on Chinese-
origin TiO2 products, which are currently set at 25% (“Section 301 Duties”). Similar to anti-dumping duties, these duties impact
the volume and price of Chinese TiO2 products originating in China imported into the United States. Section 301 Duties may be
modified, removed, extended, reduced or increased by executive action, or TiO2 could be excluded from the Section 301 Duties in
the future. Any such changes to the Section 301 Duties on TiO2 products could have a material adverse effect on our results of
operations and financial position.
An increase in the price of energy or other raw materials, or an interruption in our energy or other raw material supply, could
have a material adverse effect on our business, financial condition and results of operations.
Our mining, beneficiation, smelting and production processes consume significant amounts of energy and raw materials, the
costs of which can be subject to worldwide, as well as, local supply and demand, as well as other factors beyond our control. Fuel
and energy linked to commodities, such as diesel, natural gas, heavy fuel oil and pet coke, and other consumables, such as
chlorine, sulfuric acid, illuminating paraffin, electrodes, sulfur and anthracite, consumed in our TiO2 manufacturing and mining
operations form an important part of our TiO2 operating costs. We have no control over the costs of these consumables, many of
which are linked to some degree to the price of oil, and the costs of many of these raw materials may fluctuate widely for a variety
of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems.
Moreover, the ongoing Russia and Ukraine conflict has resulted in, and may continue to result in, increased uncertainty with
respect to the supply of energy and other energy-dependent commodities for our TiO2 production facilities located in the
European Union and the United Kingdom, as well as other raw materials, such as anthracite, for our slag furnaces located in South
Africa. Increased costs of electricity and disruptions in the supply of electricity due to long-standing operational issues at the sole,
state-owned energy supplier in the Republic of South Africa, Eskom, could increase the costs of production, or disrupt operations,
at our mines and beneficiation operations in that country. Availability of such consumables could also be impacted by
transportation capacity constraints or other interruptions. These fluctuations could negatively affect our operating margins, our
results of operations or planned capital expenditures. In addition, due to our global footprint and reliance on key raw materials
from around the world, we are particularly reliant on shipping vessels to transport such raw materials as well as our finished
goods. As a result of the current Middle East conflict, there is increasing pressure on shipping vessels to potentially avoid key
shipping routes through the Red Sea and the Suez Canal which could result in a reduction of available shipping vessels and/or
increased shipping costs. As the costs of raw materials, utilities, transportation and similar costs rise, our operating expenses will
increase and could adversely affect our business, especially if we are unable to pass price increases relating to raw materials,
utilities, transportation and similar costs through to our customers.
The markets for many of our products have seasonally affected sales patterns.
Historically, the demand for our products is subject to seasonal fluctuations. TiO2 is widely used in paint and other coatings
where demand increases prior to the painting season in the Northern Hemisphere (spring and summer). Additionally, although
zircon is generally a non-seasonal product, it is negatively impacted by the winter and Chinese New Year celebrations due to
reduced zircon demand from China. We may be adversely affected by existing or future cyclical changes, and such conditions
may be sustained or further aggravated by anticipated or unanticipated changes in regional weather conditions. For example, poor
weather conditions in a region can lead to an abbreviated painting season, which can depress consumer sales of paint products that
use TiO2.
We are dependent on, and compete with other mining and chemical businesses for, key human resources in the countries in
which we operate, and our business will suffer if we are unable to hire or deploy highly skilled employees.
We compete with other chemical and mining companies, and other companies generally, in the countries in which we operate
to attract and retain key human resources at all levels with the appropriate technical skills and operating and managerial
experience necessary to continue operating and expanding our businesses. These operations use modern techniques and
equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent
14
upon the skills, experience and efforts of our key officers and skilled employees. Competition for skilled employees may cost us
in terms of higher labor costs or reduced productivity. In addition, certain of our production facilities and mining operations are
situated in remote locations which may make it more difficult to attract and retain the skilled workers required. As a result, we
may not be able to attract, retain and deploy skilled and experienced employees. Should we lose any of our key personnel or fail
to attract, retain and deploy key qualified personnel or other skilled employees, our business may be harmed and our operational
results and financial condition could be affected.
Given the nature of our chemical, mining and smelting operations, we face a material risk of liability, production delays and
additional expenditures from industrial accidents.
Our business is exposed to, among other things, industrial accidents the occurrence of which could delay production, suspend
operations, increase repair, maintenance or medical costs and, due to the vertical integration of our operations, could have an
adverse effect on the productivity and results of operations of a particular manufacturing facility or on our business as a whole.
Furthermore, during operational breakdowns resulting from any such industrial accident, the relevant facility may not be restored
to full operations within the anticipated timeframe, which could result in further business losses. Over our operating history, we
have incurred incidents of this nature. For instance, in 2023, as a result of a fire at the supplier of 100% of our Botlek, Netherlands
TiO2 pigment plant's steam needs, such plant was forced to be taken offline for several months which impacted our 2023 financial
results. If any of the equipment on which we depend were severely damaged or were destroyed by fire or otherwise, we may be
unable to replace or repair it in a timely manner or at a reasonable cost, which would impact our ability to produce and ship our
products, which would have a material adverse effect on our business, financial condition and results of operations.
Equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures.
Our operations depend upon critical equipment that must be periodically maintained and upgraded in order to avoid suffering
unanticipated breakdowns or failures. The occurrence of equipment failures or deterioration of assets could delay production,
suspend operations, increase repair, maintenance or medical costs and, due to the vertical integration of our operations, could have
an adverse effect on the productivity and results of operations of a particular manufacturing facility or on our business as a whole.
In addition, assets critical to our mining and chemical processing operations may deteriorate due to wear and tear or otherwise
sooner than we currently estimate. Such deterioration may result in additional maintenance spending and additional capital
expenditures. If these assets do not generate the amount of future cash flows that we expect, and we are not able to refurbish them
or procure replacement assets in an economically feasible manner, our future results of operations may be materially and
adversely affected.
Our results of operations and financial condition could be seriously impacted by security breaches, including cybersecurity
incidents.
We rely on information technology systems across our operations to manage our business including, but not limited to, our
accounting, finance, and supply chain functions. Our information technology is provided by a combination of internal and
external services and service providers. Further, our business involves the use, processing, storage and transmission of
information about customers, suppliers and employees using such information technology systems. Our ability to effectively
operate our business depends on the security, reliability and capacity of these systems.
Like most major corporations, during the normal course of business, we have been the target of cyberattacks, including
phishing or ransomware attacks, from time to time, and we expect to be the target of such cyberattacks in the future. For instance,
the Cristal business we acquired in April 2019 was subject to a significant cybersecurity attack in 2017. Failure to effectively
prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers;
viruses; breaches due to employee error or actions; or other disruptions could seriously harm our operations as well as the
operations of our customers and suppliers. Such serious harm can involve, among other things, misuse of our assets, business
disruptions, loss of data, unauthorized access to trade secrets and confidential business information, unauthorized access to
personal information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention,
reputational harm, loss of sales, remediation and increased insurance costs, and interference with regulatory compliance. We have
experienced, and expect to continue to experience, these types of cybersecurity threats and incidents, which may be material.
We have put in place training and security measures designed to protect against cyberattacks, phishing, security breaches and
misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information, or disruption of
our operations. As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant
resources to enhance our control environment, processes, practices and other protective measures. Despite these efforts, we may
not be able to prevent cyberattacks and other security breaches and such events could materially adversely affect our business,
financial condition and results of operations.
15
Our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future
cash costs of production and ore demand and pricing. As a result, ore resources and reserve quantities actually produced may
differ from current estimates.
The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the
interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies. The
accuracy of these estimates is dependent on the assumptions and judgments made in interpreting the geological data in accordance
with established guidelines and standards. Our mineral reserves represent the amount of ore that we believe can be economically
mined and processed, and are estimated based on a number of factors.
There is significant uncertainty in any mineral reserve or mineral resource estimate. Factors that are beyond our control, such
as the ability to secure mineral rights, the sufficiency of mineralization to support mining and beneficiation practices and the
suitability of the market may significantly impact mineral resource and reserve estimates. The actual deposits encountered and the
economic viability of mining a deposit may differ materially from our estimates. Since these mineral resources and reserves are
estimates based on assumptions, we may revise these estimates in the future as we become aware of new developments. To
maintain TiO2 feedstock and zircon production beyond the expected lives of our existing mines or to increase production
materially above projected levels, we will need to access additional reserves through exploration or discovery.
If we are unable to innovate and successfully introduce new products, or new technologies or processes reduce the demand for
our products or the price at which we can sell products, our results of operations could be adversely affected.
Our industries and the end-use markets into which we sell our products experience periodic technological change and product
improvement. Our financial condition and results of operations could be adversely affected if we are unable to gauge the direction
of commercial and technological progress in key end-use markets or if we fail to fund and successfully develop, manufacture and
market products in such changing end-use markets.
In addition, new technologies or processes have the potential to replace or provide lower-cost alternatives to our products,
such as new processes that reduce the amount of TiO2 or zircon content in consumer products which in turn could depress the
demand and pricing for TiO2 or zircon, respectively. We cannot predict whether technological innovations will, in the future,
result in a lower demand for our products or affect the competitiveness of our business. We may be required to invest significant
resources to adapt to changing technologies, markets and competitive environments.
RISKS RELATING TO THE GLOBAL NATURE OF OUR BUSINESS
We are exposed to the risks of operating a global business.
We have operations in jurisdictions around the globe which subjects us to a number of risks, including:
•
adapting to unfamiliar regional and geopolitical conditions and demands, including political instability, civil unrest,
expropriation, nationalization of properties by a government, imposition of sanctions, changes to import or export
regulations and fees, renegotiation or nullification of existing agreements, mining leases and permits;
•
increased difficulties with regard to political and social attitudes, laws, rules, regulations and policies within countries
that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to
promote the development and growth of local competitors;
•
economic and commercial instability risks, including those caused by sovereign and private debt default, corruption, and
new and unfamiliar laws and regulations at national, regional and local levels, including taxation regimes, tariffs and
trade barriers, including any additional tariffs in the United States or retaliatory tariffs imposed by other governments,
exchange controls, repatriation of earnings, and labor and environmental and health and safety laws and regulations;
•
implementation of additional technological and cybersecurity measures and cost reduction efforts, including restructuring
activities, which may adversely affect our ability to capitalize on opportunities;
•
major public health issues, such as COVID-19, which could cause, and have caused, disruptions in our operations or
workforce;
•
war, political conditions, hostilities, including, but not limited to, the ongoing Russia and Ukraine and Middle East
conflicts, or terrorist activities;
•
difficulties enforcing intellectual property and contractual rights in certain jurisdictions; and
•
unexpected events, including fires or explosions at facilities, and natural disasters, including as a result of climate-related
events.
16
South Africa, where we have large mining assets and derive a significant portion of our revenue and profit, poses distinct
operational risks which could affect our business, financial condition and results of operations.
In South Africa, we currently operate two significant mining assets, as well as accompanying separation plants and smelting
operations, and derive a significant portion of our profit from the sale of zircon. Our mining and smelting operations depend on
the electrical grid operated by Eskom, the sole-state-owned energy supplier, as well as the electrical power generated by Eskom.
In the past, Eskom has not been able to reliably provide electrical power and there is no assurance that such reliability of electrical
power and the associated energy grid will continue in the future which could have a material adverse effect on our business,
financial condition and results of operations. In addition, we have also experienced increased electricity prices in the past and
future price increases are expected to occur.
Our operations in South Africa are reliant on services provided by the State-owned, sole provider of rail transport, Transnet
Freight Rail and ocean transport, Transnet National Port Authority (collectively "Transnet"). Furthermore, Transnet provides
extensive dockside services at both the ports of Richards Bay and Saldanha Bay from where we export bulk quantities of TiO2
feedstock to our pigment plants worldwide and pig iron. Like Eskom, Transnet faces chronic operational and financial challenges.
In 2021, Port of Richards Bay, which is owned and operated by Transnet, was impacted by two separate events, including a
significant fire, which damaged part of the Port's infrastructure, causing increased shipment delays and costs to us. Currently,
Transnet's rail transport services at the Port of Richards Bay is not operational, and as such, we are presently using trucking
services to transport all of our raw material from our KZN operations to the port of Richards Bay. Shipment delays at the port of
Richards Bay have persisted for the last several years, including 2024, and we believe such delays will continue in 2025 and
beyond. Delays or interruptions at either the rail service or the ports in which we receive and/or export material could have a
negative impact on our business, financial condition and results of operations.
In addition, our KZN Sands operations currently use approximately 348,000 gigajoules of Sasol gas annually, which is
currently available only from Sasol Limited (Sasol). As such, an interruption in the supply of gas from Sasol could have a material
adverse effect on our business, financial conditions and results of operations.
In addition, under South African law, our South African mining operations are subject to various environmental
authorizations that govern each operation. These authorizations require, among other conditions, that mining operations maintain
certain environmental standards, including air and water quality limits and post-rehabilitation obligations. Any changes by
governmental authorities to these limits and license conditions could increase our costs of operations thereby affecting our
operational results and financial condition.
The aforementioned operational risks, as well as any other foreseen or unforeseen operational risks primarily related to doing
business in South Africa, could have a material adverse effect on our business, financial condition and results of operations.
As an emerging market, South Africa poses a challenging array of long-term political, social and economic risks.
South Africa continues to undergo political, social and economic challenges. For example, in 2021, unprecedented and
politically motivated civil unrest in South Africa resulted in significant damage to the national supply chains and logistics. The
primary area of unrest was near to our KZN operations. Changes to, or instability in, the economic, social or political
environment in South Africa which cause civil unrest, shortages of production materials, interruptions to transportation networks,
or labor unrest could result in production delays and production shortfalls, and materially impact our production and results of
operations.
The South African government has recently embarked on a process of identifying and securing land for persons who were
previously dispossessed of such land as a result of Apartheid policies. In December 2019, the South African government released
a draft land expropriation bill for public comment. The land expropriation bill contemplates that, where it is in the “public
interest”, land may be expropriated by the South African government, without compensation being payable to the current owners.
While the South African government has indicated that such measures will be applied initially to state-owned land, it is possible
that such measures may extend to agricultural and mining areas. In the event that the land on which the Namakwa Sands and KZN
Sands operations are situated become the subject of a land claim under any such proposed or future land expropriation bill, it may
have a material adverse effect on our business, financial condition and results of operations.
The South African government's exchange control regulations require resident companies to obtain the prior approval of the
South African Reserve Bank to raise capital in any currency other than the Rand, and restrict the export of capital from South
Africa. While the South African government has relaxed exchange controls in recent years, it is difficult to predict whether or
how it will further change or abolish exchange control measures in the future. These exchange control restrictions could hinder
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our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital
expenditures, and new projects outside of South Africa.
Our South African operations have been affected by inflation in South Africa in recent years. Employment costs and wages in
South Africa have increased in recent years, resulting in significant cost pressures for the mining industry. Prolonged or
heightened inflation and associated cost pressures could have a material adverse effect on our business, financial condition and
results of operations.
Our South African operations have entered into various collective agreements with organized labor regulating wages and
working conditions at our mines and smelter operations. There have been periods when various stakeholders have been unable to
agree on dispute resolution processes, leading to threats of disruptive industrial action disputes. Due to the high level of employee
union membership, our South African operations are at risk of production stoppages for indefinite periods due to strikes and other
labor disputes. Although we believe that we have good labor relations with our South African employees, we may experience
labor disputes in the future.
In addition, although we believe that our relationships with our various local communities are good, the areas in which our
South African operations are situated are the traditional homelands of various tribal groupings that are historically politically
volatile. This volatility persists today and frequently results in violent, destructive behaviors. In addition, the physical security
situation continues to deteriorate and we have been the victim of immaterial theft and are aware that other industrial mining
operations near ours are frequently the target of sophisticated mineral syndicates capable of stealing industrial minerals on a
relatively large scale. Increased volatility, related civil unrest and further deterioration in the security situation may result in
production stoppages and/or the destruction and theft of assets, any of which could have a material adverse effect on our business,
financial condition and results of operations.
Political and social instability, and unrest, and actual, or potential, armed conflicts in the Middle East region may affect the
Company's results of operations and financial position.
Our operations in KSA have been affected in the past, and may be affected in the future, by political, social and economic
conditions from time to time prevailing in, or affecting, KSA or the wider Middle East region, including by rocket attacks from
armed rebel groups. For example, since 2011, a number of countries in the Middle East region have witnessed, and are currently
witnessing, significant social unrest, including widespread public demonstrations, and, in certain cases, armed conflict, terrorist
attacks, diplomatic disputes, foreign military intervention and a change of government. In addition, there has recently been an
increasing number of attacks on commercial shipping vessels in and around the Red Sea which could ultimately impact the
availability of shipping routes and/or ocean freight, as well as increase the shipping costs, for raw material to our Yanbu pigment
plant as well as TiO2 exports out of our Yanbu plant. Specifically, KSA faces a number of challenges arising mainly from the
relatively high levels of unemployment among the Saudi youth population, requests for political and social changes, and the
security threat posed by certain groups. Should KSA experience similar political and social unrest as found in other countries in
the Middle East, the Saudi Arabian economy could be adversely affected, our TiO2 plant located in Yanbu could be temporarily
disrupted or materially adversely affected and our business and operating results could be materially adversely affected.
Our results of operations may be adversely affected by fluctuations in currency exchange rates.
The financial condition and results of operations of our operating entities outside the U.S. are reported in various foreign
currencies, primarily the South African Rand, Australian Dollars, Euros, Pound Sterling and Brazilian Real and then converted
into U.S. dollars at the applicable exchange rate for inclusion in the financial statements. A significant portion of our costs are
denominated in currencies other than the U.S. dollar. As a result, any volatility of the U.S. dollar against these foreign currencies
creates uncertainty for, and may have a negative impact on, reported sales and operating margin. In addition, our operating entities
often need to convert currencies they receive for their products into currencies in which they purchase raw materials or pay for
services, which could result in a gain or loss depending on fluctuations in exchange rates. In order to manage this risk, we have
from time to time, entered into forward contracts to buy and sell foreign currencies.
RISKS RELATING TO OUR DEBT AND CAPITAL STRUCTURE
We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations,
capital expenditures and ongoing operations.
All of our operations are conducted, and all of our assets are owned, by our operating companies, which are our subsidiaries.
We intend to continue to conduct our operations at the operating company level. Consequently, our cash flow and our ability to
18
meet our obligations or make cash distributions depends upon the cash flow of our operating companies, and the payment of
funds by our operating companies in the form of dividends or otherwise. The ability of our operating companies to make any
payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, or
indentures, and legal restrictions regarding the transfer of funds.
Our ability to service our debt and fund our planned capital expenditures and ongoing operations will depend on our ability to
generate and increase cash flow, and our access to additional liquidity sources. Our ability to generate and increase cash flow is
dependent on many factors, including many of other risks described in this section entitled “Risk Factors”.
The agreements and instruments governing our debt contain restrictions and limitations that could affect our ability to operate
our business, as well as impact our liquidity.
As of December 31, 2024, our total principal amount of debt was approximately $2.8 billion. Our credit facilities contain
covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These
covenants may restrict, among other things, our and our subsidiaries' ability to:
•
incur or guarantee additional indebtedness;
•
complete asset sales, acquisitions or mergers;
•
make investments and capital expenditures;
•
prepay other indebtedness;
•
enter into transactions with affiliates; and
•
fund additional dividends or repurchase shares.
Certain of our indebtedness facilities and senior notes include requirements relating to the ratio of adjusted EBITDA to
indebtedness or certain fixed charges. The breach of any covenants or obligations in our credit facilities, not otherwise waived or
amended, could result in a default under the applicable debt obligations (and cross-defaults to certain other debt obligations) and
could trigger acceleration of those obligations, which in turn could trigger other cross defaults under other existing or future
agreements governing our long-term indebtedness. In addition, the secured lenders under the credit facilities could foreclose on
their collateral, which includes equity interests in our subsidiaries, and exercise other rights of secured creditors. Any default
under those credit facilities could adversely affect our growth, our financial condition, our results of operations and our ability to
make payments on our credit facilities, and could force us to seek the protection of bankruptcy laws.
We may need additional capital in the future and may not be able to obtain it on favorable terms, and such capital expenditure
projects may not realize expected investment returns.
Our business is capital intensive, and our success depends to a significant degree on our ability to maintain our manufacturing
operations and invest in those operations to expand capacity and remain competitive from a cost perspective. We may require
additional capital in the future to finance capital investments, for a variety of purposes, including (i) replacement of mines that are
end of life, (ii) expansion or optimization of existing production facilities or mining operations, (iii) ongoing research and
development activities, (iv) business development opportunities in rare earth or other critical minerals, and (v) general working
capital needs. For instance, in 2020 we began the implementation of a multi-year global business transformation that includes the
acquisition and implementation of new operational and financial systems, technology and processes, including a global ERP
system. The implementation of our business transformation involves numerous risks, including (i) new information and
operational technologies and systems not being properly designed, integrated, managed and implemented or a delay in such
implementation, (ii) diversion of management's attention away from normal daily business operations, (iii) significant or material
weaknesses in our financial controls or delays in timely reporting our results of operations, and (iv) initial dependence on
unfamiliar systems while training personnel to use new systems. Such risks could significantly increase the program’s costs, cause
us to fail to achieve the anticipated benefits from the program, and negatively impact our operations, including, our plant’s system
safety, functionality and effectiveness. Although we have taken, and will continue to take, significant steps to mitigate the
potential negative impact of the implementation of such new digital systems, there can be no assurance that these procedures will
be completely successful.
Additionally, if we undertake these projects, they may not be completed on schedule, at the budgeted cost, or at all.
Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project. As a result, we may
not be able to realize our expected investment return, which could adversely affect our results of operations and financial
condition.
RISKS RELATING TO OUR LEGAL AND REGULATORY ENVIRONMENT
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Our South African mining rights are subject to onerous regulatory requirements imposed by legislation and the Department of
Mineral Resources and Energy, the compliance with which could have a material adverse effect on our business, financial
condition and results of operations.
Black economic empowerment (BEE) legislation was introduced in South Africa to address inequalities from the Apartheid
system by including historically disadvantaged South Africans in the mainstream economy. BEE legislation requires certain
operations to be partially owned by historically disadvantaged South Africans and comply with provisions related to procurement
and employment opportunities. On March 1, 2019, Mining Charter III came into effect requiring a 30% BEE shareholding
structured through a special purpose vehicle as well as setting forth stringent requirements for procurement, employment quotas,
and workers' living conditions. In September 2021, the South African High Court ruled certain provisions of Mining Charter III
unconstitutional, creating uncertainty about its status. Prior to Mining Charter III, Mining Charter II governed BEE in the mining
sector, with a 26% ownership obligation. Our two South African operating subsidiaries are considered "once empowered always
empowered" meaning that those companies with the requisite shareholding base as of December 31, 2014, will always qualify as
"empowered" for retaining existing mining rights. This principle was confirmed by the South African High Court and applies to
the renewal and transfer of mining rights. However, there is no assurance that any new legislation won't undermine this ruling,
potentially having a material adverse effect on the South African companies ownership regime, requiring re-empowerment which
will impact our business, financial condition and results of operations. However, there is no assurance that new legislation will not
be enacted that would undermine the court's ruling regarding the applicability of "once empowered always empowered" to the
renewal and transfer of mining rights. In the event that "once empowered always empowered" does not ultimately apply to the
renewal or transfer of mining rights it could have a material adverse effect on our business, financial condition and results of
operations.
Our failure to comply with the anti-corruption laws of the U.S. and various international jurisdictions could negatively impact
our reputation and results of operations.
Doing business on a global basis requires us to comply with the laws and regulations of the U.S. government and those of
various international jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to
liabilities. In particular, our operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the U.S.
Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“U.K. Bribery Act”), as well as anti-corruption laws of the
various jurisdictions in which we operate. Our global operations may expose us to the risk of violating, or being accused of
violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil
penalties, disgorgement of profits, injunctions, and exclusion from government contracts, as well as other remedial measures.
Investigations of alleged violations can be very expensive, disruptive, and damaging to our reputation. Although we have
implemented anti-corruption policies and procedures, there can be no guarantee that these policies, procedures, and training will
effectively prevent violations by our employees or representatives in the future. Additionally, we face a risk that our distributors
and other business partners may violate the FCPA, the U.K. Bribery Act, or similar laws or regulations. Such violations could
expose us to FCPA and U.K. Bribery Act liability and/or our reputation may potentially be harmed by their violations and
resulting sanctions and fines.
We are subject to many environmental, health and safety regulations.
Our operations and production facilities are subject to extensive environmental and health and safety laws and regulations at
national, international and local levels in numerous jurisdictions relating to use of natural resources, pollution, protection of the
environment, mine site remediation, transporting and storing raw materials and finished products, and storing and disposing of
hazardous wastes among other materials. Moreover, certain environmental laws impose joint and several and/or strict liability for
costs to clean up and restore sites where pollutants have been disposed or otherwise spilled or released. We cannot be certain that
we will not incur significant costs and liabilities for remediation or damage to property, natural resources or persons as a result of
spills or releases from our operations or those of a third party.
The costs of compliance with the extensive environmental, health and safety laws and regulations or the inability to obtain,
update or renew permits required for operation or expansion of our business could negatively impact our results of operations or
otherwise adversely affect our business. If we fail to comply with the conditions of our permits governing the production and
management of regulated materials, mineral sands mining licenses or leases or the provisions of the relevant jurisdictional laws in
which we operate, these permits, mining licenses or leases and mining rights could be canceled or suspended, and we could be
prevented from obtaining new mining and prospecting rights, which could materially and adversely affect our business, operating
results and financial condition. Additionally, we could incur substantial costs, including fines, damages, criminal or civil sanctions
and remediation costs, or experience interruptions in our operations, for violations arising under these laws and regulations,
including operating without the required permits, mining licenses or leases and/or mining rights. In the event of a catastrophic
incident involving any of the raw materials we use, or chemicals or mineral products we produce, we could incur material costs as
a result of addressing the consequences of such event.
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Changes to existing laws governing operations, especially changes in laws relating to transportation of mineral resources, the
treatment of land and infrastructure, contaminated land, the remediation of mines, tax royalties, waste handling and management,
exchange control restrictions, environmental remediation, mineral rights, ownership of mining assets, or the rights to prospect and
mine may have a material adverse effect on our future business operations and financial performance. There is risk that onerous
conditions may be attached to authorizations in the form of mining rights, water-use licenses, miscellaneous licenses and
environmental approvals, or that the grant of these approvals may be delayed or not granted.
Our TiO2 products are subject to increased regulatory scrutiny, that may impede or inhibit widespread usage of TiO2 and / or
diminish the Company’s ability to sustain or grow its business or may add significant costs of doing business.
Current regulatory and societal demands for increased protection against products which may cause cancer, genetic mutations
or other long-term health problems are resulting in increased pressure for more stringent regulation of our TiO2 products. We
expect these trends to continue and the ultimate cost of compliance could be material. In particular, changes to product safety
regulations could limit the use of, and demand for, our TiO2 products, require investment in new product development or the way
we manufacture our existing products, and increase regulatory compliance expenditures for us and our suppliers.
For instance, in 2020, the European Commission adopted a regulation classifying certain forms of TiO2 with a particular
aerodynamic diameter as a Category 2 carcinogen by inhalation. However, in November 2022, the European Court of Justice
annulled the European Commission's classification of TiO2 as a carcinogen primarily on the basis that there was no evidence that
TiO2 may cause cancer when inhaled. The European Commission is currently appealing such decision and we currently expect a
decision in the first half of 2025. In the event that the European Commission's appeal is ultimately successful, the classification of
TiO2 as a Category 2 Carcinogen could impact our business by inhibiting the marketing of products containing TiO2 to
consumers, and subject our manufacturing operations to new regulations that could increase costs. In addition, notwithstanding
the European Court of Justice decision, the proposed Category 2 classification and labelling requirements could have additional
effects under other EU laws (e.g., those affecting medical and pharmaceutical applications, cosmetics, food packaging and food
additives) and/or trigger heightened regulatory scrutiny in countries and local jurisdictions outside the EU based on health and
safety grounds. For instance, the Health and Safety Executive in the U.K. has published the U.K.’s mandatory classification and
labelling list, which includes the classification of TiO2 as a suspected carcinogen (in a powder form containing 1% or more of
particles with aerodynamic diameter ≤ 10 μm). The classification became mandatory in the U.K. in October 2021.
In May 2021, the European Food Safety Authority (EFSA) announced new guidelines which concluded that a certain
digestible form of TiO2 known as E171 is no longer considered safe as a food additive due to uncertainty for genotoxicity.
Though we do not manufacture E171, the EFSA guidelines indicate additional regulatory review of our TiO2 products is likely
which could result in more stringent qualifications and use-restriction being applied or to the introduction of further
classifications. It is also possible that heightened regulatory scrutiny could lead to claims by consumers or those involved in the
production of such products alleging adverse health impacts. Any adverse outcomes with respect to regulatory investigations into
the ongoing use of TiO2 in various sectors could have a material adverse effect on our business, financial condition and results of
operations. In addition, there is no assurance that other materials which we add to our TiO2 products could be subject to increased
regulations which could negatively impact our business.
ESG issues, including those related to climate change and sustainability as well as the European Union's Corporate
Sustainability Reporting Directive (CSRD), may subject us to additional costs and restrictions, including increased energy and
raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well
as damage our reputation.
Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere
could present risks to our present and future operations from natural disasters and extreme weather conditions, such as flooding,
hurricanes, earthquakes and wildfires. Such extreme weather conditions could pose physical risks to our facilities and disrupt the
operation of our supply chain, increase operational costs and have a material adverse effect on our business and results of
operations. In addition, if any of the equipment on which we depend were severely damaged or were destroyed by environmental
hazards or otherwise, we may be unable to replace or repair it in a timely manner or at a reasonable cost, which would impact our
ability to produce and ship our products, which would have a material adverse effect on our business, financial condition or
results of operations. For instance, in the fourth quarter of 2022, the region of New South Wales, Australia where our Eastern
Operations mining operations are located experienced historic flooding which resulted in, among other things, a delay in the
commissioning of our new Atlas Campaspe mine as well as prevented feedstock mined at such sites from being transported to our
Australian pigment plants in a timely manner. Such flooding had an adverse effect on our business, financial condition and results
of operations in 2022 and 2023. Moreover, the impacts of climate change on global water resources may result in water scarcity,
which could impact our ability to access sufficient quantities of water in certain locations and result in increased costs. For
instance, we use significant amounts of water in our South Africa operations. Certain regions of South Africa have experienced in
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the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas. A prolonged drought in a
region of South Africa where our operations are located may lead to water use restrictions which could have a material adverse
effect on our business, financial condition and results of operations.
The majority of our greenhouse gas emissions are generated from our TiO2 slag furnaces in South Africa, synthetic rutile kiln
in Australia, and TiO2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and
Saudi Arabia. Concerns about the relationship between greenhouse gases and global climate change, and an increased focus on
carbon neutrality, may result in new or increased legal and regulatory requirements on both national and supranational levels, to
monitor, regulate, control and tax emissions of carbon dioxide and other greenhouse gases. A number of governmental bodies
have already introduced, or are contemplating, regulatory changes in response to climate change, including regulating greenhouse
gas emissions. Any laws or regulations that are adopted to reduce emissions of greenhouse gases could, among other things, (i)
cause an increase to our raw material costs, (ii) increase our costs to operate and maintain our facilities including potentially
causing the operation or maintenance of certain sites to be uneconomical, and (iii) increase costs to administer and manage
emissions programs.
In addition, companies across all industries are facing increasing scrutiny relating to their ESG policies. Increased focus and
activism related to ESG may hinder the Company’s access to capital, as investors may reconsider their capital investment as a
result of their assessment of the Company’s ESG practices. In particular, customers, investors and other stakeholders are
increasingly focusing on environmental issues, including climate change, water use, and other sustainability concerns. Moreover,
increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, such as the
European Union's Corporate Sustainability Reporting Directive (CSRD), may result in increased compliance or input costs of
energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or
an increase in operating costs. Any failure to achieve our ESG goals or a perception of our failure to act responsibly with respect
to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or
other ESG matters, or increased operating or manufacturing costs due to increased regulation, could adversely affect our business,
financial condition and results of operations, as well as our reputation.
If our intellectual property were compromised or copied by competitors, or if competitors were to develop similar intellectual
property independently, our results of operations could be negatively affected. Further, third parties may claim that we
infringe on their intellectual property rights which could result in costly litigation.
Our success depends to a significant degree upon our ability to protect and preserve our patents and unpatented proprietary
technology, operational knowledge and other trade secrets (collectively "intellectual property rights"). The undetected or
unremedied unauthorized use of our intellectual property rights or the legitimate development or acquisition of intellectual
property related to our industry by third parties could reduce or eliminate any competitive advantage we have as a result of our
intellectual property rights. If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or
proceedings could result in significant costs and diversion of our resources and our management’s attention, and we may not
prevail in any such suits or proceedings. A failure to protect, defend or enforce our intellectual property rights could have an
adverse effect on our financial condition and results of operations.
Although there are currently no pending or threatened proceedings or claims known to us that are material relating to alleged
infringement, misappropriation or violation of the intellectual property rights of others, we may be subject to legal proceedings
and claims in the future in which third parties allege that their patents or other intellectual property rights are infringed,
misappropriated or otherwise violated by us or our products or processes. In the event that any such infringement,
misappropriation or violation of the intellectual property rights of others is found, we may need to obtain licenses from those
parties or substantially re-engineer our products or processes to avoid such infringement, misappropriation or violation. We might
not be able to obtain the necessary licenses on acceptable terms or be able to re-engineer our products or processes successfully.
Moreover, if we are found by a court of law to infringe, misappropriate or otherwise violate the intellectual property rights of
others, we could be required to pay substantial damages or be enjoined from making, using or selling the infringing products or
technology. We also could be enjoined from making, using or selling the allegedly infringing products or technology pending the
final outcome of the suit. Any of the foregoing could adversely affect our financial condition and results of operations.
We may be subject to litigation, the disposition of which could have a material adverse effect on our results of operations.
The nature of our operations exposes us to possible litigation claims, including disputes with competitors, customers,
equipment vendors, environmental groups and other non-governmental organizations, providers of shipping services as well as
governmental agencies. Some of the lawsuits may seek fines or penalties and damages in large amounts, or seek to restrict our
business activities. Because of the uncertain nature of any litigation and coverage decisions, we cannot predict the outcome of
these matters or whether insurance claims may mitigate any damages to us. Litigation is very costly, and the costs associated with
prosecuting and defending litigation matters could have a material adverse effect on our results of operations and financial
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condition. See Note 18 of notes to our consolidated financial statements, included elsewhere in this Form 10-K for further
information regarding our commitments and contingencies.
We may be subject to claims that arise from activities prior to our emergence from bankruptcy in 2011.
On November 30, 2010, the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”)
confirmed our plan of reorganization (the “Plan”), which became effective in February 2011. The Plan included a discharge and
release of any and all claims based on liabilities arising prior to emergence from the bankruptcy. Nonetheless, from time to time,
we have received and in the future may receive inquiries or notices of potential or asserted claims arising under certain
environmental laws or regulations with respect to properties our predecessor companies, or companies they acquired, may have
owned or operated before our emergence from bankruptcy. We believe that the Plan confirmed by the Bankruptcy Court
extinguished all such claims, and intend to vigorously defend against such claim. However, there can be no assurance that we will
be successful in defending against such claims and any adverse outcomes with respect to such claims could have a material
adverse effect on our business, financial condition and results of operations.
Our flexibility in managing our labor force may be adversely affected by labor and employment laws in the jurisdictions in
which we operate, many of which are more onerous than those of the U.S.; and some of our labor force has substantial
workers' council or trade union participation, which creates a risk of disruption from labor disputes and new laws affecting
employment policies.
The vast majority of our employees are located outside the U.S. In most of those countries, labor and employment laws are
more onerous than in the U.S. and, in many cases, grant significant job protection to employees, including rights on termination of
employment. Moreover, many of our workforce outside the U.S. belong to unions and/or are represented by a collective
bargaining agreement. As such, in such jurisdictions we are required to consult with, and seek the consent or advice of, various
employee groups or works’ councils that represent our employees for any changes to our activities or employee benefits. This
requirement could have a significant impact on our flexibility in managing costs and responding to market changes.
RISKS RELATING TO ACCOUNTING AND TAXATION
If our intangible assets or other long-lived assets become impaired, we may be required to record a significant noncash charge
to earnings.
We have a significant amount of intangible assets and other long-lived assets on our consolidated balance sheets. Under U.S.
GAAP, we review our intangible assets and other long-lived assets for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating that the
carrying value of our intangible assets and other long-lived assets may not be recoverable, include, but are not limited to, a
significant decline in share price and market capitalization, changes in the industries in which we operate, particularly the impact
of a downturn in the global economy, as well as competition or other factors leading to reduction in expected long-term sales or
results of operations. We may be required to record a significant noncash charge in our financial statements during the period in
which any impairment of our intangible assets and other long-lived assets is determined, negatively impacting our results of
operations.
Our ability to use our tax attributes to offset future income may be limited.
Our ability to use net operating losses (“NOLs”) and Section 163(j) interest expense carryforwards generated by us could be
substantially limited if we were to experience an “ownership change” as defined under Section 382 of the U.S. Internal Revenue
Code of 1986, as amended ("the Code"). In general, an ownership change would occur if our “5-percent shareholders,” as defined
under Section 382 of the Code and including certain groups of persons treated as “5-percent shareholders,” collectively increased
their ownership in us by more than 50 percentage points over a rolling three-year period. Although we believe we have sufficient
protection of our approximately $4.2 billion of NOLs and/or approximately $507 million of Section 163(j) interest expense
carryforwards, there can be no assurance that an ownership change for U.S. federal and applicable state income tax purposes will
not occur in the future. A corporation that experiences an ownership change will generally be subject to an annual limitation on
the use of certain pre-ownership change losses and/or credits. Such a limitation could, for any given year, have the effect of
increasing the amount of our U.S. federal and/or state income tax liability, which would negatively impact our financial condition
and the amount of after-tax cash available for distribution to holders of our ordinary shares if declared by our board of directors.
We could be subject to changes in tax rates, adoption of new tax laws or additional tax liabilities.
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We are subject to taxation in all of the jurisdictions in which we operate. Our future effective tax rate could be affected by,
among other things, changes in statutory rates and other legislative changes, or changes in determinations regarding the
jurisdictions in which we are subject to tax or changes in the valuation of our deferred tax assets and liabilities. From time to time,
the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could
result in higher corporate taxes than would be incurred under existing tax law and could have an adverse effect on our results of
operations or financial condition. From time to time, we are also subject to tax audits by various taxing authorities. Although we
believe our tax positions are appropriate, the final determination of any future tax audits could be materially different from our
income tax provisions, accruals and reserves and any such unfavorable outcome from a future tax audit could have a material
adverse effect on our results of operations or financial condition.
Failure to meet some or all of our key financial and non-financial targets could negatively impact the value of our business
and adversely affect our stock price.
From time to time, we may announce certain key financial and non-financial targets that are expected to serve as benchmarks
for our performance for a given time period, such as, projections for our future revenue growth, Adjusted EBITDA, Adjusted
diluted earnings per share and free cash flow. Our failure to meet one or more of these key financial targets may negatively impact
our results of operations, stock price, and shareholder returns. The factors influencing our ability to meet these key financial
targets include, but are not limited to, changes in the global economic environment relating to our TiO2 products and zircon,
changes in our competitive landscape, including our relationships with new or existing customers, our ability to introduce new
products, applications, or technologies, our inability to complete strategic projects on budget or on schedule, our undertaking an
acquisition, joint venture, or other strategic arrangement, and other factors described within this Item 1A – Risk Factors, many of
which are beyond our control.
RISKS RELATING TO INVESTING IN OUR ORDINARY SHARES
Concentrated ownership of our ordinary shares by Cristal may prevent minority shareholders from influencing significant
corporate decisions and may result in conflicts of interest.
As of December 31, 2024, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands
Cooperatief W.A.), an affiliate of the National Titanium Dioxide Company Limited ("Cristal"), owned approximately 24% of our
outstanding ordinary shares. As such, Cristal International may be able to influence fundamental corporate matters and
transactions. This concentration of ownership, may delay, deter or prevent acts that would be favored by our other shareholders.
The interests of Cristal International may not always coincide with our interests or the interests of our other shareholders. Also,
Cristal International may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us,
but which might involve risks to our other shareholders or adversely affect us or our other shareholders.
In addition, under the shareholders agreement (the “Cristal Shareholders Agreement”) we entered into at the closing of the
Cristal transaction with Cristal, as long as Cristal International and the three shareholders of Cristal (collectively, the “Cristal
Shareholders”) collectively beneficially own at least 24,900,000 or more of our ordinary shares, they have the right to designate
for nomination two directors of our board of directors (the “Board”). As long as the Cristal Shareholders collectively beneficially
own at least 12,450,000 ordinary shares but less than 24,900,000 ordinary shares, they have the right to designate for nomination
one director of the Board. The Cristal Shareholders Agreement also provides that as long as the Cristal Shareholders collectively
beneficially own at least 12,450,000 ordinary shares they have certain preemptive rights. Also, pursuant to the Cristal
Shareholders Agreement, we have filed a universal shelf registration statement which is currently effective and which would
cover shares owned by Cristal.
As a result of these or other factors, including as a result of any offering of shares by Cristal, or the perception that such sales
may occur, the market price of our ordinary shares could decline. In addition, this concentration of share ownership may
adversely affect the trading price of our ordinary shares because investors may perceive disadvantages in owning shares in a
company with significant shareholders or with significant outstanding shares with registration rights.
English law and provisions in our articles of association may have anti-takeover effects that could discourage an acquisition
of us by others, even if an acquisition would be beneficial to our shareholders, and may prevent attempts by our shareholders
to replace or remove our current management.
Certain provisions of the U.K. Companies Act 2006 (the “Companies Act”) and our articles of association may have the
effect of delaying or preventing a change in control of us or changes in our management. For example, our articles of association
include provisions that:
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•
maintain an advance notice procedure for proposed nominations of persons for election to our board of directors;
•
provide certain mandatory offer provisions, including, among other provisions, that a shareholder, together with persons
acting in concert, that acquires 30 percent or more of our issued shares without making an offer to all of our other
shareholders that is in cash or accompanied by a cash alternative would be at risk of certain sanctions from our board of
directors unless they acted with the prior consent of our board of directors or the prior approval of the shareholders; and
•
provide that vacancies on our board of directors may be filled by a vote of the directors or by an ordinary resolution of
the shareholders.
In addition, public limited companies are prohibited under the Companies Act from taking shareholder action by written
resolution. These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our
management.
Although we do not anticipate being subject to the U.K. City Code on Takeovers and Mergers, such Takeover Code may still
have anti-takeover effects in the event the Takeover Panel determines that such Code is applicable to us.
The U.K. City Code on Takeovers and Mergers (the “Takeover Code”) applies, among other things, to an offer for a public
company whose registered office is in the U.K. (or the Channel Islands or the Isle of Man) and whose securities are not admitted
to trading on a regulated market in the U.K. (or on any stock exchange in the Channel Islands or the Isle of Man) if the company
is considered by the Panel on Takeovers and Mergers (the “Takeover Panel”) to have its place of central management and control
in the U.K. (or the Channel Islands or the Isle of Man). This is known as the “residency test.” The test for central management and
control under the Takeover Code is different from that used by the U.K. tax authorities. Under the Takeover Code, the Takeover
Panel will determine whether we have our place of central management and control in the U.K. by looking at various factors,
including the structure of our board of directors, the functions of the directors and where they are resident.
Given that currently all of the members of our Board of Directors reside outside the United Kingdom, we do not anticipate
that we will be subject to the Takeover Code. However, if at the time of a takeover offer, the Takeover Panel determines that we
have our place of central management and control in the U.K., we would be subject to a number of rules and restrictions,
including but not limited to the following: (1) our ability to enter into deal protection arrangements with a bidder would be
extremely limited; (2) we might not, without the approval of our shareholders, be able to perform certain actions that could have
the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (3) we would be obliged to
provide equality of information to all bona fide competing bidders.
As a public limited company incorporated in England and Wales, certain capital structure decisions requires approval of our
shareholders, which may limit our flexibility to manage our capital structure.
The Companies Act generally provides that a board of directors of a public limited company may only allot shares (or grant
rights to subscribe for or convertible into shares) with the prior authorization of shareholders, such authorization stating the
maximum amount of shares that may be allotted under such authorization and specifying the date on which such authorization
will expire, being not more than five years, each as specified in the articles of association or relevant shareholder resolution. We
obtained previous shareholder authority to allot additional shares for a period from May 7, 2024 through the end of the Company's
2025 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months after May 7,
2024.
The Companies Act generally provides that existing shareholders of a company have statutory pre-emption rights when new
shares in such company are allotted and issued for cash. However, it is possible for such statutory pre-emption right to be
disapplied by either shareholders passing a special resolution at a general meeting, being a resolution passed by at least 75% of
the votes cast, or by inclusion of relevant provisions in the articles of association of the company. Such a disapplication of
statutory pre-emption rights may not be for more than five years. We obtained previous shareholder authority to disapply statutory
pre-emption rights for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder,
or if earlier, the close of business on the date that is fifteen (15) months of May 7, 2024.
The Companies Act generally prohibits a public limited company from repurchasing its own shares without the prior
approval of its shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and subject to
compliance with other statutory formalities. Such authorization may not be for more than five years from the date on which such
ordinary resolution is passed. We obtained previous shareholder authority to repurchase shares for a period from May 7, 2024
through the end of the Company's 2025 annual general meeting of shareholder, of if earlier, the close of business on the date that
is fifteen (15) months after May 7, 2024.
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Transfers of our ordinary shares outside The Depository Trust may be subject to stamp duty or stamp duty reserve tax in the
U.K., which would increase the cost of dealing in our shares.
Except for ordinary shares received by a holder deemed to be an affiliate of us for purposes of U.S. securities laws, our
ordinary shares have been issued to a nominee for The Depository Trust Company (“DTC”) and corresponding book-entry
interests credited in the facilities of DTC. On the basis of current law and HM Revenue and Customs (“HMRC”) practice, no
charges to U.K. stamp duty or stamp duty reserve tax (“SDRT”) are expected to arise on the issue of the ordinary shares into
DTC’s facilities or on transfers of book-entry interests in ordinary shares within DTC’s facilities.
Shareholders are strongly encouraged to hold their ordinary shares in book entry form through DTC. Transfers of shares held
in book entry form through DTC currently do not attract a charge to stamp duty or SDRT in the U.K. A transfer of title in the
shares from within the DTC system out of DTC, including to certificate shares, and any subsequent transfers that occur entirely
outside the DTC system will attract a charge to stamp duty at a rate of 0.5% of any consideration, which is payable by the
transferee of the shares. Any such duty must be paid (and the relevant transfer document, if any, stamped by HMRC) before the
transfer can be registered in our books. However, if those shares are redeposited into DTC, the redeposit will attract stamp duty or
SDRT at the rate of 1.5% to be paid by the transferor.
We have put arrangements in place such that directly held ordinary shares cannot be transferred into the DTC system until the
transferor of the ordinary shares has first delivered the ordinary shares to a depositary specified by us so that SDRT may be
collected in connection with the initial delivery to the depositary. Any such ordinary shares will be evidenced by a receipt issued
by the depositary. Before the transfer can be registered in our books, the transferor will also be required to put the depositary in
funds to settle the resultant liability to SDRT, which will be charged at a rate of 1.5% of the value of the shares.
Our articles of association provide that the courts of England and Wales have exclusive jurisdiction to determine any dispute
brought by a shareholder in that shareholder's capacity as such and certain other matters.
Our articles of association provide that the courts of England and Wales have exclusive jurisdiction to determine any dispute
brought by a shareholder in that shareholder's capacity as such, or related to or connected with any derivative claim in respect of a
cause of action vested in us or seeking relief on our behalf, against us and/or the board and/or any of the directors, former
directors, officers, employees or shareholders individually, arising out of or in connection with our articles of association or (to
the maximum extent permitted by applicable law) otherwise. This choice of forum provision may limit a shareholder's ability to
bring a claim in a judicial forum that the shareholder believes is favorable for disputes with us or our directors, former directors,
officers, employees or shareholders which may discourage lawsuits against us and our directors, former directors, officers,
employees or shareholders.
There may be difficulty in effecting service of legal process and enforcing judgments against us and our directors and
management.
We are incorporated under the laws of England and Wales and a substantial portion of our assets are located outside of the
U.S. The U.S. and the U.K. do not currently have a treaty providing for the recognition and enforcement of judgments, other than
arbitration awards, in civil and commercial matters. The enforceability of any judgment of a U.S. federal or state court in the U.K.
will depend on the laws and any treaties in effect at the time, including conflicts of laws principles (such as those bearing on the
question of whether a U.K. court would recognize the basis on which a U.S. court had purported to exercise jurisdiction over a
defendant). In this context, there is doubt as to the enforceability in the U.K. of civil liabilities based solely on the federal
securities laws of the U.S. In addition, awards for punitive damages in actions brought in the U.S. or elsewhere may be
unenforceable in the U.K.. An award for monetary damages under U.S. securities laws would likely be considered punitive if it
did not seek to compensate the claimant for loss or damage suffered and was intended to punish the defendant.
Item 1B.
Unresolved Staff Comments
None.
Item 1C.
Cybersecurity
Risk Management and Strategy
As part of our overall risk management system we maintain comprehensive policies and processes for assessing, identifying
and managing material risks from cybersecurity threats, including risks relating to production, safety, reputation, intellectual
property, procurement and business continuity. Cybersecurity risk management is included as part of our overall annual
Enterprise Risk Management program. As part of this program, our enterprise risk professionals consult with internal
26
cybersecurity subject matter experts to identify cyber risks and evaluate their severity and the efficacy of our mitigation efforts,
with the results being reported to the executive leadership team and the Board of Directors.
Our cybersecurity risk management processes and policies include the following:
•
We seek to deploy best practice cybersecurity standards promulgated by the National Institute of Standards and
Technology Cybersecurity (NIST), the International Organization for Standardization and the Center for Internet
Security.
•
We employ a dedicated cybersecurity team who routinely conduct specific risk assessments and endeavor to mitigate
identified risks. This team is responsible for implementing measures to detect, prevent and respond to threats and
malicious activity. We also maintain a Security Operations Center (SOC) that provides a mechanism for addressing
cyberthreats before they comprise data security.
•
The cybersecurity team operates, maintains and monitors an integrated eco-system of security tools designed to detect,
prevent and respond to threats and malicious activity. These tools include, but are not limited to, firewalls, anti-malware,
IPS / IDS, end point protection, encryption, email and cloud app security, privileged access management, vulnerability
scanning / patching. These are a blend of on-premise, cloud and network hosted tools. Monitoring activities include
threat hunting and use of multiple intelligence sources to manage and respond to events.
•
Access to information is subject to authorization, review, classification and substantially controlled through multi-factor
authentication.
•
All employees and contractors who are issued a Tronox user account for our IT system must complete and pass
cybersecurity training before being provided full system access.
•
All employees and contractors with access to our IT systems must complete and pass a mandatory annual cybersecurity
awareness training and acknowledgement of Tronox’s Acceptable Use Policy. Failure to complete the training
successfully may result in further system access restrictions and HR escalation.
•
We periodically orchestrate simulated phishing attacks on all IT system users and those who fall victim to the simulated
attacks are required to take additional mandatory cybersecurity training.
•
To reduce the risk of phishing attacks, we have identified groups of Tronox employees and contractors who do not
require access to external emails in order to perform their work responsibilities and begun a process of blocking their
external emails.
•
We have a written Incident Response Plan that encompasses a range of activities to detect, respond to and recover from
cybersecurity incidents, including compliance with applicable legal obligations and mitigation damage.
•
We work closely with a number of regional and international bodies from which we draw intelligence and contribute to
cybersecurity initiatives such as incident simulation exercises and development working groups.
•
We regularly evaluate the appropriateness of cyber insurance coverage in light of the cyber risks we face and we do not
currently carry cyber insurance.
Additionally, in connection with our cybersecurity risk management processes, we engage third-party subject matter experts
to supplement our dedicated internal resources and to provide independent review of the Tronox-specific threat landscape as well
as our mitigation efforts to counter known threats. These activities include:
•
External penetration testing by certified third parties.
•
Independent review of the Tronox Information Security Management System (ISMS).
•
Participating in industry and government cyber incident exercises run by the National Cyber Security Center (UK
Security Services).
•
Utilizing a third party (KnowBe4) for the cybersecurity training and phishing tests described above.
•
Regularly engaging with statutory auditors in support of specific activities such as SOX 404 audits.
•
Engaging outside counsel with expertise in the field to advise on critical IT contracts as well as reporting and disclosure
requirements.
•
Membership in a United Kingdom industry cybersecurity group to facilitate intelligence sharing and develop incident
response capabilities.
•
Utilizing a third party vendor for detect and response services who provides 24x7 monitoring and incident response
capabilities across the various Tronox technology platforms.
Our cybersecurity risk management policies and processes extend to cyber risks posed by our third-party service providers.
To manage that risk we have implemented a process to identify critical vendors and perform a reasonable level of due diligence
on the adequacy of their cybersecurity policies, processes and capabilities.
Our business strategy, results of operations and financial condition have not been materially affected by risks from
cybersecurity threats, including as a result of previous cybersecurity incidents, but we cannot provide assurance that they will not
be materially affected in the future by such risks and any future material incidents. Like most major corporations we have been
the target of cyberattacks from time to time and we expect to be the target of such attacks in the future. In the past three years,
27
however, we have not experienced a material information security breach. As such, we have not incurred any material expenses
from cybersecurity breaches or any expenses from fines, penalties or settlements related to a cybersecurity breach. See “Risk
Factors” in Item 1A of this Annual Report on Form 10-K for more information on risks from cybersecurity threats that are
reasonably likely to materially affect our business strategy, results of operations and financial condition.
Governance
Our entire Board of Directors provides oversight of the Company’s cybersecurity policies, processes and capabilities as part
of their overall oversight of risk management. Once a year, our Vice President, Cyber Security reports to the Audit Committee
providing a detailed update on the threat landscape, emerging trends and the Company’s mitigation efforts. This report also
includes Tronox’s performance as measured by the NIST Cybersecurity Framework Scorecard. As needed on a periodic basis, our
Vice President, Cyber Security updates the Audit Committee on specific cybersecurity events and newly emerging risks and the
actions taken by the Company in response to those events and risks. The Audit Committee updates the full board on these matters
as necessary. The full Board reviews and assesses cybersecurity risks in connection with its annual Enterprise Risk Management
review.
In 2020, Tronox established an IT Security Council to help set corporate risk tolerance and related policy. The council meets
quarterly, is chaired by the General Counsel and managed by our Vice President, Cyber Security with senior level representation
from key functions and business units. On an annual basis, the Tronox Cybersecurity team reviews and updates the core
governance documents, including the Acceptable Use Policy, the Information Security Policy, and the Incident Response Plan.
These are then subject to review and approval by the Tronox Security Council with a summary provided to the Audit Committee
as a component of the annual cybersecurity Enterprise Risk Management.
Day to day cybersecurity risk oversight governance is the responsibility of our Vice President, Cyber Security who has been
with Tronox since 2017 and reports to our Senior Vice President, Integrated Supply Chain and Digital Transformation. Tronox’s
Vice President, Cyber Security has over 30 years of IT experience, 20 years of security experience and was awarded a Member of
the British Empire honor with respect to his work in the field. Previous roles include Interim Chief Information Security Office
for Pacnet (Hong Kong) and Director of Security for Level 3 Communications along with multiple engagements for the UK
government. He oversees a dedicated security team distributed globally with more than 15 members and over 100 years of
aggregate cyber security experience.
Item 2.
Properties
SUMMARY DISCLOSURE
Below are our primary offices and facilities at December 31, 2024. We believe our properties are in good operating condition,
and are well maintained. Pursuant to separate financing agreements, substantially all our material U.S., European and Australian
properties are pledged or encumbered to support or otherwise provide security for our indebtedness.
Our primary office locations consisted of the following:
Location
Owned/Leased
Offices
Stamford, Connecticut
Leased
263 Tresser Boulevard, Suite 1100
Stallingborough, United Kingdom
Owned
Laporte Road
Oklahoma City, Oklahoma
Owned
3301 NW 150 Street
Overview of Our Vertical Integration
Tronox is the world's leading vertically integrated manufacturer of TiO2 pigment. We produce the majority of our internal
TiO2 pigment feedstock requirements internally at our mine and mineral processing facilities. Our supply chain consists of mining
operations in South Africa and Australia, separation and upgrading facilities located near our mines where we separate and
process raw ore and then “upgrade” the titanium content of the raw ore to produce specialized chloride TiO2 feedstock materials
(titanium slag and synthetic rutile) and nine TiO2 pigment production facilities located on six continents. The internal TiO2
feedstocks we produce include titanium slag, synthetic rutile, natural rutile, leucoxene, chloride ilmenite and sulfate ilmenite.
As part of our TiO2 value chain, we explore, acquire, mine and process heavy mineral sands to produce Heavy Mineral
Concentrate (“HMC”) from which the Valuable Heavy Mineral (VHM) titanium and zircon products are made. HMC is produced
from heavy mineral sands primarily through spiral gravity concentration at our mines. Mined material is transported to our nearby
integrated mineral separation plants (MSP) to separate and concentrate VHMs by gravity, magnetic and electrostatic techniques.
Multiple grades of titanium minerals and zircon may be produced from each MSP. The three titanium feedstocks which result
from the MSP process (natural rutile, leucoxene and ilmenite) are each handled differently. Natural rutile and leucoxene are
ordinarily shipped from the MSP to one of our TiO2 pigment production facilities. Depending on the TiO2 content of mined
ilmenite, we either use it directly to produce TiO2 pigment or we upgrade it to produce titanium slag at our two South African
28
smelter operations and synthetic rutile (SR) at our Chandala metallurgical complex in Western Australia. Our internally sourced
titanium mineral products provide a secure, long-term low-cost supply of high-grade feedstock for our TiO2 pigment
manufacturing facilities.
There is a high degree of substitutability among natural rutile, synthetic rutile, titanium slag, leucoxene and chloride ilmenite
as titanium feedstocks for chloride pigment production. The commercial value of titanium feedstock is a function not only of TiO2
content and supply and demand balances, but also particle size, trace element geochemistry, logistics and other factors. The global
TiO2 industry is a value-added supply chain, with final product prices for TiO2 pigment, typically significantly higher than that of
chloride or sulfate ilmenite, the backbone of the global titanium mineral supply. The revenue assumptions for titanium feedstocks
we applied to determine our reserve estimates, as described below, are based on market intelligence gathered from internal and
external experts, sales contracts and historic pricing. The economic assessment is done on a minerals only basis and no value of
downstream upgrading is attributed to the minerals units.
In 2024, we produced concentrates of ilmenite, rutile, leucoxene, and zircon from five operations:
–
Namakwa Sands, Western Cape, South Africa;
–
KwaZulu-Natal (“KZN”) Sands, KwaZulu-Natal, South Africa;
–
Northern Operations, Western Australia;
–
Southern Operations, Western Australia; and
–
Eastern Operations, Murray Basin, New South Wales, Australia.
Ilmenite from our Namakwa and KZN Sands mines in South Africa is converted to titanium slag at our smelters at Saldanha
Bay, Western Cape and Empangeni, KwaZulu-Natal, respectively. Ilmenite from our Cooljarloo mine in Western Australia is
converted to SR at our Chandala metallurgical complex which is most commonly used as feedstock to our TiO2 pigment plants at
Kwinana and Kemerton, both of which are south of Perth in Western Australia.
Mining Operations
Tronox owns and operates five mining and mineral processing operations, each including one or more heavy mineral sand
(“HMS”) mines producing HMC which is separated into valuable co-products, primarily zircon and TiO2 feedstocks --- ilmenite,
natural rutile or leucoxene --- in a dedicated mineral separation plant.
In South Africa, the Namakwa Sands operations include two open-pit mines at Brand-se-Baai, each with a dedicated primary
gravity concentration plant and a secondary concentration plant (SCP) that processes the HMC from both primary plants. Products
from the SCP are further processed to finished mineral products at a nearby MSP in Koekenaap. Ilmenite product is further
processed into titanium slag and pig iron at a two-furnace smelter at Saldanha, Western Cape, South Africa which is two hundred
kilometers south of Koekenaap. The KZN operations have an open pit hydraulic mine at Fairbreeze with a primary gravity
concentration plant, a MSP at nearby Empangeni alongside a two-furnace smelter complex, and export facilities at the port of
Richards Bay.
In Australia, the Northern Operations consist of the Cooljarloo dredge mine and floating primary gravity concentration plant,
and the Chandala metallurgical complex, consisting of a mineral separation plant and SR plant. The Southern Operations consist
of a dry open pit mine and primary concentration at Wonnerup and a mineral separation plant at Bunbury.
The Eastern Operations in the Murray Basin of Australia consists of a dry open pit mine at Atlas Campaspe and a mineral
separation plant at Broken Hill, NSW. The Snapper mine ceased production in April 2022 after 12 years of production. The
Gingko and Crayfish mines ceased production in June 2024 after 20 years of production. Construction at Atlas commenced in
2022 and ramped up to full production in the first quarter of 2023. The Atlas Campaspe mine is abundant in natural rutile and
high value zircon and will be a significant source of high-grade ilmenite suitable for direct use or upgraded feedstock production.
29
Figure 1 Showing global site and offices including locations with resources and reserves.
Pigment Operations
Our pigment production facilities utilize the titanium mineral feedstock from our mining and processing operations to
produce TiO2 pigment products. The following table lists our TiO2 pigment production facilities and capacity (in metric tonnes per
year), by location:
Facility
Production
TiO2
Capacity
Process
Hamilton, Mississippi, USA
TiO2
225,000
Chloride
Yanbu, Saudi Arabia
TiO2
200,000
Chloride
Stallingborough, England, United Kingdom
TiO2
165,000
Chloride
Kwinana, Western Australia
TiO2
150,000
Chloride
Kemerton, Western Australia
TiO2
110,000
Chloride
Botlek, the Netherlands
TiO2
90,000
Chloride
Salvador, Bahia, Brazil
TiO2
60,000
Sulfate
Fuzhou, Jiangxi Province, China
TiO2
46,000
Sulfate
Thann, Alsace, France
TiO2
32,000
Sulfate
Aggregate Annual Production
TRONOX MINERAL SAND - AGGREGATE MINERAL PRODUCTION FOR THE PAST THREE YEARS
(metric tonnes per year)
30
Product
2024
2023
2022
Rutile(1)
Australia
Cooljarloo
11,707
15,453
18,850
Atlas-Campaspe
83,111
61,576
—
South Africa
Namakwa Sands
26,772
27,929
31,304
KZN Sands
22,686
18,427
16,326
All Other Properties
27,719
29,154
92,644
Total
171,995
152,539
159,124
Ilmenite(2)
Australia
Cooljarloo
110,745
126,675
143,049
Atlas-Campaspe
262,884
172,079
—
South Africa
Namakwa Sands
521,186
532,538
567,050
KZN Sands
420,048
318,771
290,407
All Other Properties
100,994
94,649
155,593
Total
1,415,857
1,244,712
1,156,099
Zircon(3)
Australia
Cooljarloo
19,300
18,995
21,694
Atlas-Campaspe
39,760
25,763
—
South Africa
Namakwa Sands
83,335
89,803
107,967
KZN Sands
37,943
30,974
31,839
All Other Properties
16,816
14,376
38,233
Total
197,154
179,911
199,733
HMC(4)
Australia
Cooljarloo
212,761
231,969
265,982
Atlas-Campaspe
430,019
398,607
—
South Africa
Namakwa Sands
2,322,429
2,350,156
1,576,618
KZN Sands
601,690
509,778
429,521
All Other Properties
198,612
202,249
321,902
Total
3,765,511
3,692,759
2,594,023
________________
(1)
includes natural rutile + leucoxene
(2)
includes multiple grades of TiO2 grades of ilmenite
(3) includes multiple grades of zircon
(4) HMC = Heavy Mineral Concentrate
Mineral Properties
Mining and Mineral Tenure
31
S-K Subpart 1300 requires us to describe our rights to access and mine the minerals we report as reserves and to disclose any
change in mineral tenure of material significance. Our heavy mineral exploration and mining activities in South Africa and
Australia are regulated by the South African Department of Mineral Resources, the Western Australia Department of Mines,
Industry Regulation and Safety and the New South Wales Department of Planning, Industry and Environment. All exploration
and mining activities are subject to multiple levels of environmental regulatory review, including approvals of environmental
plans and public comment periods as pre-conditions to granting of mineral tenure.
Mineral Tenure - South Africa
Our two South African mineral sand mining processing chains are operated by Namakwa Sands and KZN Sands, both
indirect, wholly-owned subsidiaries of Tronox Holdings plc. The South African Department of Mineral Resources and Energy
(“DMRE”) is the regulatory administrator of mineral rights in South Africa, subject to the provisions of the Mineral and
Petroleum Resources Development Act (“MPRDA”), No. 28 of 2004, as amended in 2016. The MPRDA vests all mineral rights
in South Africa in the national government and establishes conditions for the acquisition and maintenance of prospecting and
mining rights. Prospecting rights and mining rights may only be granted by the DMRE. Prospecting rights are granted for a
maximum period of five years and can be renewed once for an extension of up to three years. Prospecting rights may be revoked
for non-compliance with the terms of the prospecting right.
Mining right applications require additional approvals by the Department of Environmental Affairs (“DEA”) of an
Environmental Management Program (“EMP”) and an Integrated Water and Land Use License.
Mining rights are valid for up to 30 years and may be extended by 30-year renewals, subject to compliance with conditions
established in the EMP and by the MPRDA. Environmental permitting and compliance are co-administered by the regional
offices of DEA and Development Planning. All rights, licenses and permits for Namakwa Sands and KZN Sands are in good
standing.
On the Western Cape of South Africa, Tronox holds mining rights over an area of 19,205 hectares (47,457 acres) and surface
rights totaling 17,111 hectares (43,542 acres) at the active mining site near Brand-se-Baai, commonly referred to as our Namakwa
Sands operation. On the Eastern coast of South Africa, Tronox controls mining and prospecting rights covering approximately
4,041 hectares (9,986 acres) at KZN, where surface access rights are either owned directly by KZN Sands or secured by
agreements with Mondi Ltd. A further 4,790 hectares (11,836 acres) of prospecting rights are held by a direct, wholly-owned
subsidiary of KZN Sands at the nearby Port Durnford and Waterloo project areas which we are currently in the process of
converting into a mining right.
Mineral Tenure - Australia
Our Australian mineral properties are divided into the Northern and Southern Operations on the Swan Coastal Plain of
Western Australia and the Eastern Operations in the Murray Basin of New South Wales and Victoria. Mining tenements in
Australia are managed at the State or Territorial level. In Western Australia, Mining Leases, Exploration Licenses and Retention
Licenses are granted and administered by the Western Australian Department of Mines, Industry Regulation and Safety, and in
New South Wales by the NSW Department of Planning, Industry and Environment, under the authority of the Western Australian
Mining Act 1978 and the New South Wales Mining Act 1992, respectively. Principal environmental authorities are the Western
Australian Department of Water and Environmental Regulation and the NSW Environment Protection Authority.
At the Northern Operations in Western Australia, Tronox controls mining leases, exploration and other licenses and rights
covering a total 48,255 hectares (119,240 acres). Mining and Public Environmental Review plans are approved for the Cooljarloo
mine and approval to extend the environmental plans for Dongara were recently approved. Environmental Protection Agency
approval of Cooljarloo West has also been approved. The main Cooljarloo Mining Lease covers 9,744 hectares (24,078 acres).
We hold 14 mining leases at the Dongara project. Three older mining leases are held at our Jurien property, the site of a former
heavy minerals open pit mine operated by another party in the 1970’s.
Tronox holds mining and exploration licenses totaling 528,800 hectares (1,306,693 acres) in the South Perth Basin and
Murray Basin heavy mineral provinces of Australia.
The Southern Operations in the southwest of Western Australia comprises 29 mining leases, 2 exploration licenses, 2
retention licenses, 2 general purpose leases and 2 miscellaneous licenses totaling 8,465 hectares.
Tronox holds 6 mining leases, 15 exploration licenses and 2 retention licenses in our Eastern Operations in the Murray Basin
of New South Wales and Victoria. The tenements cover approximately 432,100 hectares (1,668 sq miles). Four mining leases
west of Pooncarie, NSW cover approximately 6,795 hectares (16,790 acres) surrounding our rehabilitation sites at Snapper,
Ginkgo and Crayfish. Two mining leases of 6,133 hectares are located at the Atlas Campaspe mining project in NSW.
32
Mineral Sands - South Africa and Australia
HMS deposits are natural concentrations of granular minerals of high density (conventionally above about 2.85 gm/cm3).
Titanium-rich HMS deposit source rocks are typically granitic and/or high-grade metamorphic crystalline rocks. The heavy
mineral assemblage of a particular HMS deposit generally reflects the ilmenite, leucoxene, natural rutile and zircon contained in
local and regional source rocks. Factors that influence the formation of HMS deposits include erosion of crystalline source rocks,
fluvial transport to the coastline, longshore drift, coastal geomorphology, deposition of heavy minerals, and prolonged natural
sorting of heavy minerals by water and wind, according to the density, size and shape of HM grains. Post-depositional geological
processes that can affect the economic viability of a HMS deposit include in situ weathering, induration of the host sands, and
natural preservation or destruction of the HMS deposit.
Not all heavy minerals have commercial value, and a distinction is made between the Total Heavy Minerals (“THM”) and
VHM. Typical VHM assemblages include the titanium-iron oxide mineral, ilmenite (FeTiO3); rutile, a premium TiO2 feedstock
mineral; leucoxene, a natural alteration product of weathered ilmenite; and zircon, a zirconium silicate (ZrSiO4) valuable for its
use in a diverse range of industrial and construction applications. Other HM of commercial value, such as garnet, staurolite,
kyanite and monazite, may be recovered as by-products.
Of interest recently is the potential use of monazite, both in contained ore bodies and in stockpiled sources located near the
mineral separation processes at Namakwa Sands. Monazite has increasing commercial value due to a high concentration of rare
earth metals which can be separated by well-established methods. Rare earths are expected to remain in high demand as demand
grows for electric vehicles, wind turbines, and consumer goods that require rare earth-containing permanent magnets. We
currently do not know the metallurgical recovery potential for the monazite as our processes have historically focused on
traditional value minerals. Given the increasing importance of monazite, we are evaluating new processes to better understand the
grade and recoverability of monazite in our mining tenements.
Reporting of Reserves and Resources
The following tables summarize our reserves and resources as well as their contained in situ total heavy minerals (THM) and
heavy mineral (HM) assemblages as of December 31, 2024 based on long-term price assumptions. The sole purpose of the
operational and related financial data presented is to demonstrate the economic feasibility of the mineral reserves for the purpose
of reporting in accordance with subpart 1300 of Regulation S-K, and should not be used for other purposes. The information
presented originates from comprehensive techno-economic modelling, which is subject to change as assumptions and inputs are
updated, and as a result does not guarantee future operational or financial performance. Consistent with industry standards,
Tronox values its mineral reserves based on the prices at which its titanium and zircon mineral products would sell on freely
traded markets, as forecasted by third-party industry consultancies.
All of our reserves are reported on the basis of our 100% ownership of in-place, economically extractable ore, determined
from comprehensive geological, mining, processing and economic models. Reserve classifications of proven or probable are
based on the level of confidence in the appropriate resource estimates. Our residual resources are those areas of mineralized
ground which have either had insufficient drilling to confidently define the shape, grade and recoverability of the valuable
minerals as well as not yet having been subjected to a detailed assessment of the impact of validated “modifying factors” on the
revenue generating potential of a deposit.
Our mineral resource and reserve estimates are based on extensive geological resource models modified by various mining
and processing factors and assessed in a techno-economic model for commercial viability. This constitutes a Life-of-Mine-Plan
(LOMP) for each operation. Our LOMP and reserve estimates are optimized with respect to anticipated revenues and costs.
Assumptions are developed from our extensive experience and include mining parameters, processing recoveries, operating costs,
foreign exchange, and rehabilitation. Each of our operations reconcile predicted mining and processing metrics with actual
production and recovery data on a monthly basis. Our models are updated as necessary and used to determine ore boundaries
based on economic assumptions, certain of which are set forth below the following tables. For reserves where there is substantial
asset investment post the minerals production stage, parameters that best utilize the whole value chain may take precedence over
maximizing value from the minerals business unit, therefore impacting the optimal mining shell and effective cut-off grade.
Not all HMS deposits are alike. Our reserves, as set forth in the table below, have a higher confidence level because we have
undertaken sufficient drilling density and validation. Resources present unconfirmed continuity and variability in grade, HM
assemblage, or other characteristics, as well as the indeterminate impact of modifying factors, and hence are not classified as
reserves.
Within the broad category of resources, inferred resources have a lower level of geological confidence than do indicated
resources with measured resources being the highest confidence level from a geological perspective. Only indicated resources and
measured resources can be converted to reserves with proven reserves having a higher level of economically exploitable
confidence than probable reserves. The following tables have been determined to be economically- exploitable by individuals
33
competent and qualified to act under the new disclosure requirements as “Qualified Persons.” Each of the Qualified Persons is an
employee of an indirect, wholly owned subsidiary of the Company.
For clarity, in the tables below, our reserves have been excised from the resources as they can be proven to be profitably
mined and processed. The remaining deposit exceeds cut-off grade, but have not yet been demonstrated to be profitable by virtue
of either recoverable grade, operating cost or capital required to develop, are separately defined as resources.
The overall 0.5% decrease in resources at all operating sites in 2024 as compared to 2023 is primarily attributed to the
identification of additional resources in South Africa offset by the downgrading of some material from Cooljarloo in the
Australian Northern Operations.
The overall 4.4% decrease in reserves at all operating sites in 2024 as compared to 2023 is primarily attributed to mining
depletion. In June 2024, mining ceased at Ginkgo as the project had reached the end of mine life. The remaining Ginkgo material
was removed from reserves.
TRONOX MINERAL SANDS - 2024-2023 RESOURCES(1)
2024
2023
MINE /
DEPOSIT
Resource
Category
Material
(million
tonnes)
HM%
Mineral Assemblage (% of
THM)
Change
(+/-)
from
2023
(%)1
Material
(million
tonnes)
HM%
Mineral Assemblage (% of
THM)
Ilmenite
Rutile and
Leucoxene
Zircon
Ilmenite
Rutile and
Leucoxene
Zircon
Namakwa Sands Dry Mine - Western Cape RSA(2)
Measured
122
6.8 %
33.5
6.3
7.6
112
7.0 %
32.6
6.1
7.8
Indicated
84
6.5 %
28.3
5.6
6.9
84
6.5 %
28.3
5.6
6.9
Measured
+
Indicated
206
6.6 %
31.4
6.0
7.3
196
6.7 %
30.8
5.9
7.4
Inferred
110
5.5 %
35.1
8.1
6.6
110
5.5 %
35.1
8.1
6.6
Total
316
6.3 %
32.7
6.7
7.0
3.2
306
6.3 %
32.3
6.7
7.1
KZN Sands Hydraulic Mine - KwaZulu-Natal RSA(3)
Measured
43
4.1 %
63.5
8.9
7.8
38
4.1 %
63.5
9.4
7.7
Indicated
—
— %
—
—
—
—
— %
—
—
—
Measured
+
Indicated
43
4.1 %
63.5
8.9
7.8
38
4.1 %
63.5
9.4
7.7
Inferred
58
3.5 %
55.3
6.9
7.2
55
3.4 %
54.6
7.1
7.1
Total
101
3.8 %
58.8
7.8
7.5
9.0
93
3.7 %
58.2
8.0
7.4
Cooljarloo – Dredge Mine - Western Australia(4)
Measured
4
2.2 %
59.4
8.3
10.3
1
0.9 %
54.9
7.2
9.3
Indicated
263
1.5 %
61.6
6.8
10.6
282
1.5 %
61.3
6.7
10.5
Measured
+
Indicated
267
1.6 %
61.6
6.8
10.6
283
1.5 %
61.3
6.7
10.5
Inferred
—
— %
—
—
—
12
2.9 %
58.0
7.3
9.0
Total
267
1.6 %
61.6
6.8
10.6
(9.5)
295
1.6 %
61.2
6.8
10.4
Dongara Planned Dry Mine - Western Australia(5)
Measured
109
4.1 %
50.2
9.0
10.8
109
4.1 %
50.2
9.0
10.8
Indicated
31
3.5 %
53.7
9.1
12.4
31
3.5 %
53.7
9.1
12.4
Measured
+
Indicated
140
3.9 %
52.0
9.1
11.6
140
3.9 %
52.0
9.1
11.6
Inferred
46
3.7 %
56.1
8.9
9.2
46
3.7 %
56.1
8.9
9.2
Total
186
3.9 %
52.1
9.0
10.7
0.0
186
3.9 %
52.1
9.0
10.7
Atlas-Campaspe Dry Mine - New South Wales Australia(6)
Measured
27
2.5 %
58.8
10.9
11.7
27
2.5 %
58.8
10.9
11.7
34
Indicated
—
— %
—
—
—
—
— %
—
—
—
Measured
+
Indicated
27
2.5 %
58.8
10.9
11.7
27
2.5 %
58.8
10.9
11.7
Inferred
83
4.4 %
60.1
5.8
13.1
83
3.1 %
60.1
5.8
13.1
Total
110
3.9 %
59.9
6.6
12.9
0.3
110
3.0 %
59.8
6.9
12.8
Port Durnford - KwaZulu-Natal RSA(7)
Measured
143
4.5 %
67.6
6.0
9.3
143
4.5 %
67.6
6.0
9.3
Indicated
340
4.1 %
67.4
6.1
9.3
340
4.1 %
67.4
6.1
9.3
Measured
+
Indicated
483
4.2 %
67.4
6.1
9.3
483
4.2 %
67.5
6.1
9.3
Inferred
466
3.5 %
71.8
6.3
10.0
466
3.5 %
71.8
6.3
10.0
Total
949
3.9 %
69.4
6.2
9.6
0.0
949
3.9 %
69.4
6.2
9.6
Kara/Cylinder - New South Wales Australia(9)
Measured
—
— %
—
—
—
—
— %
—
—
—
Indicated
165
4.4 %
49.4
12.9
12.0
165
4.4 %
49.4
12.9
12.0
Measured
+
Indicated
165
4.4 %
49.4
12.9
12.0
165
4.4 %
49.4
12.9
12.0
Inferred
26
2.8 %
51.1
19.6
14.3
26
2.8 %
51.1
19.6
14.3
Total
191
4.1 %
49.5
13.5
12.2
0.0
191
4.1 %
49.5
13.5
12.2
Total Resources
Measured
448
4.8 %
50.4
7.1
8.9
430
4.9 %
50.2
7.1
9.0
Indicated
883
3.6 %
55.4
7.8
9.8
902
3.5 %
55.4
7.7
9.8
Measured
+
Indicated
1,331
4.0 %
53.4
7.5
9.4
1,332
4.0 %
53.3
7.5
9.5
Inferred
789
3.9 %
60.6
7.1
9.5
798
3.7 %
60.6
7.1
9.4
Total
2,120
4.0 %
56.0
7.4
9.5
(0.5)
2,130
3.9 %
56.0
7.4
9.4
(See footnotes below the following table.)
TRONOX MINERAL SANDS - 2024-2023 RESERVES
35
2024
2023
MINE /
DEPOSIT
Reserve
Category
Material
(million
tonnes)
HM%
Mineral Assemblage (% of
THM)
Material
(million
tonnes)
HM%
Mineral Assemblage (% of
THM)
Ilmenite
Rutile and
Leucoxene
Zircon
Change
(+/-)
from
2023
(%)1
Ilmenite
Rutile and
Leucoxene
Zircon
Namakwa Sands Dry Mine - Western Cape RSA(2)
Proven
96
7.3 %
37.8
9.0
9.3
121
7.2 %
37.8
8.8
9.1
Probable
550
5.7 %
51.5
10.7
10.9
545
5.7 %
51.6
10.7
10.8
Total
Reserves
646
5.9 %
49.0
10.4
10.6
(3.1)
666
5.9 %
48.6
10.3
10.5
KZN Sands Hydraulic Mine KwaZulu-Natal RSA(3)
Proven
175
5.6 %
61.4
7.7
7.5
187
5.6 %
61.3
7.6
7.5
Probable
15
3.9 %
54.8
5.6
7.3
15
3.9 %
54.8
5.6
7.3
Total
Reserves
190
5.5 %
61.0
7.6
7.5
(6.0)
202
5.5 %
61.0
7.5
7.5
Cooljarloo – Dredge Mine - Western Australia(4)
Proven
157
1.7 %
61.9
7.8
11.0
177
1.7 %
61.9
7.7
11.0
Probable
134
2.0 %
60.4
8.3
12.2
130
2.0 %
60.5
8.3
12.3
Total
Reserves
291
1.8 %
60.2
7.9
11.4
(5.0)
307
1.8 %
61.2
8.0
11.6
Atlas-Campaspe Dry Mine - New South Wales Australia(6)
Proven
105
5.8 %
60.5
11.3
12.8
107
6.0 %
60.7
11.5
12.7
Probable
—
— %
—
—
—
—
— %
—
—
—
Total
Reserves
105
5.8 %
60.5
11.3
12.8
(2.2)
107
6.0 %
60.7
11.5
12.7
Wonnerup Dry Mine - Western Australia(8)
Proven
7
5.4 %
75.6
14.3
8.7
7
5.4 %
71.1
18.4
9.4
Probable
2
5.0 %
62.5
24.3
11.0
4
5.7 %
77.0
11.9
8.9
Total
Reserves
9
5.3 %
72.9
16.4
9.2
(20.3)
11
5.5 %
73.3
15.9
9.2
Ginkgo Dredge/ Dry Mines - New South Wales Australia
Proven
—
— %
—
—
—
4
1.3 %
57.1
13.0
13.2
Probable
—
—
—
—
—
—
— %
—
—
—
Total
Reserves
—
— %
—
—
—
(100.0)
4
1.3 %
57.1
13.0
13.2
Total Reserves
Proven
540
4.8 %
55.1
9.0
9.6
603
4.8 %
54.3
9.0
9.5
Probable
701
4.9 %
52.3
10.4
10.9
694
5.0 %
52.5
10.4
10.9
Total
Reserves
1,241
4.9%
53.5
9.8
10.3
(4.4)
1,297
4.9%
53.3
9.8
10.2
1.
Mineral resources are exclusive of reserves. Mineral resources and reserves are reported using in-situ points of reference.
The term “saleable product yield (recovery)” is used herein to refer to the conversion of contained, in-situ mineral to
saleable products, which is equivalent to the term “metallurgical or processing recoveries” used in subpart 1300 of
Regulation S-K.
2.
For Namakwa Sands, price assumptions used for resource and reserve estimations are $1,840 per metric ton of Zircon,
$248 per metric ton of Ilmenite and $1,328 per metric ton of Rutile. The cutoff grade used for the resource estimate is based
on a break-even cutoff of 0.3% Zircon. Reserves are defined by a complex optimization process which is explained in detail
in the Namakwa Sands TRS. Saleable product yield (recovery) used for our reserve estimates were 63% per metric ton of
Zircon, 68% per metric ton of Ilmenite and 63% per metric ton of Rutile.
3.
For KZN Sands, price assumptions used for resource and reserve estimations are $1,835 per metric ton of Zircon, $248 per
metric ton of Ilmenite and $1,328 per metric ton of Rutile. The cutoff grade used for the resource estimate is based on a
break-even cutoff of 1.5% ilmenite. Reserves are defined by a complex optimization process which is explained in detail in
the KZN Sands TRS. Saleable product yield (recovery) used for our reserve estimates were 80% per metric ton of Zircon,
66% per metric ton of Ilmenite and 75% per metric ton of Rutile.
4.
For Cooljarloo, price assumptions used for resource and reserve estimations are $1,378 per metric ton of Zircon, $293 per
metric ton of Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene. The cutoff grade used
for the resource estimate is based on a nominal bottom cut of 1.0% HM. Reserves are defined by a complex optimization
process which is explained in detail in the Cooljarloo TRS. Saleable product yield (recovery) used for our reserve estimates
36
were 83% per metric ton of Zircon, 85% per metric ton of Chloride Ilmenite, 88% per metric ton of Rutile and 79% per
metric ton of Leucoxene.
5.
For Dongara, price assumptions used for preliminary resource economic assessments are $1,491 per metric ton of Zircon,
$313 per metric ton of Chloride Ilmenite, $960 per metric ton of Rutile and $900 per metric ton of Leucoxene.
6.
For Atlas-Campaspe, price assumptions used for resource and reserve estimations are $1,495 per metric ton of Zircon, $246
per metric ton of Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per
metric ton of Leucoxene (East). The cutoff grade used for the resource estimate is based on a nominal bottom cut of 1.0%
HM. Reserves are defined by a complex optimization process which is explained in detail in the Atlas-Campaspe TRS.
Saleable product yield (recovery) used for our reserve estimates were 79% per metric ton of Zircon, 96% per metric ton of
Ilmenite, 92% per metric ton of Rutile and 87% per metric ton of Leucoxene.
7.
For Port Durnford, price assumptions used for preliminary resource economic assessments are $1,835 per metric ton of
Zircon, $248 per metric ton of Ilmenite and $1328 per metric ton of Rutile.
8.
For Wonnerup, price assumptions used for resource and reserve estimations are $2,023 per metric ton of Zircon, $291 per
metric ton of Chloride Ilmenite, $256 per metric ton of Sulfate Ilmenite, $333 per metric ton of Secondary Ilmenite and
$1,122 per metric ton of Leucoxene.
9.
For Kara/Cylinder, price assumptions used for preliminary resource economic assessments are $1,356 per metric ton of
Zircon, $239 per metric ton of Chloride Ilmenite, $168 per metric ton of Sulfate Ilmenite, $1,247 per metric ton of Rutile
and $347 per metric ton of Leucoxene (East).
Abbreviations, Definitions, and Notations
Reserves —mineralized material inclusive of dilution, determined to be economically and legally exploitable as of December 31,
2024, classified as either Probable Reserves or Proven Reserves, based on level of confidence.
Resources – mineralized ground which has either had insufficient drilling to confidently define the shape, grade and
recoverability of the valuable minerals as well as not yet having been subjected to a detailed assessment of the impact of validated
modifying factors on the revenue generating potential of a deposit.
LOMP — Life-of-Mine-Plans (LOMPs) have been developed for each mine site by teams of Tronox professionals based on the
mineral reserves and resources, realistic assumptions of geological, mining, metallurgical, economic, marketing, legal,
environmental, social, governmental, engineering, operational and all other modifying factors in sufficient detail to demonstrate at
the time of reporting that extraction is reasonably justified.
THM — total heavy minerals, densities >2.85 g/cm3 regardless of commercial value
VHM — valuable heavy minerals, including Ilmenite, Rutile, Leucoxene & zircon, reported as percentage of THM.
Minor computational discrepancies may be due to rounding.
Cooljarloo Dredge Mine reserves include Cooljarloo and Cooljarloo West
Key Assumptions — economic viability is determined by techno-economic modeling that integrates geological, analytical and
geotechnical databases, mining parameters, metallurgical recoveries, known or forecast operating costs, cost of capital, and
product sales prices at time of production. Historical sales prices by themselves are unreliable predictors of future prices, and our
forecasts are based on our private contracts, internal and external market research.
Disclosures of mineral reserves traditionally include a cut-off grade, the grade in a mineral deposit below which material
cannot be profitably mined and processed. However, economic exploitability is determined by many modifying factors other than
grade, and most modern mining operations, including ours, use detailed computer models utilized by employees who possess the
experience and technical expertise to identify what parts of a deposit are economically exploitable.
Production forecasts of commercial-quality titanium mineral and zircon concentrates from reserves are taken from our Life-
of-Mine Plans. Mining recoveries are typically close to 100%, but metallurgical recoveries in each concentration step can vary
widely, as a function of ore and mineral characteristics. We apply recovery factors based on actual operating data.
Mineral reserve estimates, life-of mine projections, and revenue assumptions are inherently forward-looking and subject to
market conditions, uncertainties, and unanticipated events beyond our control.
INDIVIDUAL PROPERTY DISCLOSURE
Tronox Northern Operations (Cooljarloo)
Tronox Management Pty Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Northern Operations
which includes:
37
•
Cooljarloo Mine, 170 km north of Perth, where heavy mineral concentrates are produced from dredge mining operations.
The net book value of Cooljarloo, inclusive of mining and beneficiary equipment located in Western Australia as well as
relevant mining tenements, as of December 31, 2024 was $404 million;
•
Cooljarloo West and Osprey deposits, which conjoin the Cooljarloo Mine operations;
•
Chandala Processing Plant, 60 km north of Perth, where the heavy mineral concentrates (HMC) are separated into
saleable mineral products and also where ilmenite is further upgraded to synthetic rutile;
•
The laboratory and mineral testing facility is also located at the Chandala site.
Mining tenements in Australia are managed at the State or Territorial level. In Western Australia, Mining Leases,
Exploration Licenses and Retention Licenses are granted and administered by the Western Australian Department of Mines,
Industry Regulation and Safety.
Tronox operates under four (4) mining leases which are 100% held by Tronox Management Pty Ltd., a wholly owned
subsidiary of Tronox Holdings plc as shown in the table below.
Mining Tenement Schedule
Region
Tenement
Tenement Type
Area
(Ha)
Grant Date
Expiry/
Renewal Date
Commitment
US$/a
Rent
US$/a
Status of Rights
Cooljarloo
M70/1398
(Previously
MSA 268)
Mining Lease
9,744
2-Mar-20
1-Mar-41
602,728 172,380
Active Mining
Lease
Cooljarloo (West)
M70/1314
Mining Lease
3,782
18-Mar-15
17-Mar-36
233,917 66,900
EPA approval
pending
Cooljarloo (West)
M70/1333
Mining Lease
420
4-Apr-16
3-Apr-37
26,039
7,447
EPA approval
pending
Osprey
M70/1413
Mining Lease
1,319
5-Jul-22
4-Jul-43
81,642 23,350
Approvals process
commenced
Tronox has one active mine site at Cooljarloo that was originally controlled by a State Agreement Act with the State of
Western Australia. This area was covered by State Agreement Act MSA 268 which was originally granted in 1989 for a period of
21 years. It was extended for a further 10-year term which expired in 2020. MSA 268 was replaced by Mining Lease M70/1398
which will expire in 2041.
Cooljarloo West is located within Mining Leases 70/1314 and 70/1333. Osprey is located within Mining Lease 70/1413.
Granting of rights to mine are pending environmental approval.
The minerals in Western Australia belong to the Crown (the State of Western Australia) and Tronox is obligated to pay a
5% revenue- based royalty on saleable mineral products. This is factored into the valuation models and optimizations conducted
by Tronox.
A private royalty of 10c/t of VHM is paid for a portion of the northern section of the Cooljarloo tenement. Based on the
current mine plan, mining in this royalty agreement area will cease by 2025 and the amounts paid are not material to the business.
On Mining Lease 70/1333 Tronox agrees to pay the previous holder of the exploration lease a royalty of 1% of a previously
agreed price for each tonne of Valuable Heavy Mineral recovered from the Mining Lease. The cost will also be immaterial to the
business.
The Cooljarloo Mine is located at coordinates latitude 30°39'S and longitude 115°27'E.
Location of Western Australian Operations
38
Infrastructure
The Brand Highway is a major bitumen road running from Muchea, just North of Perth up to Geraldton, a provincial city
450 km north of Perth. The road runs just past the Western boundary of the Chandala site and just past the Eastern boundary of
the Cooljarloo mine site. It is suitable for all weather and wide loads.
There is a 132 kV power line that also runs from Perth to Geraldton which passes near the Chandala site and through the
mine site. Tronox has a substation on its property that draws and reticulates 22 kV power from the sub-station connected to the
main high voltage distribution line. At the various locations power is ultimately transformed down to 415 V. The same situation
exists for Chandala and it gets power from the same main line.
Two gas pipelines run just a kilometer to the West of the Chandala site. They are referred to as the Dampier to Bunbury
Natural Gas pipeline (DBNG) and also the Parmelia line which originates just south of Geraldton. The Chandala Mineral
Separation Plant currently gets supply for driers and re-heaters from the Parmelia line.
The countryside surrounding both Chandala and Cooljarloo is relatively flat. This made the construction of buildings and
fixed plant straightforward. Storage ponds for solid waste from the MSP were able to be made quite shallow only being a few
meters above natural ground level.
There is a large freshwater aquifer (Yarragadee) immediately to the west of the Brand highway adjacent to the Chandala
site. Tronox has a borefield there that supplies the licensed 1 megaliter per annum of water that the site requires. Even in times of
severe drought, supply from this aquifer has never been at risk. Cooljarloo draws from an extensive field of relatively shallow
bores and also an extension of the Yarragadee aquifer. To limit pumping distances, it has been preferable to have multiple smaller
bores around the site since the dredging operation has travelled more than 40 km within the mining lease area since 1989. Tailings
disposal at Cooljarloo is all placed behind the dredging operations and incorporated into the rehabilitated profile. There is a
registered waste disposal pit where wastes from the MSP, the Synthetic Rutile plant and from the Kwinana pigment plant are
licensed to be stored. These pits cells are constructed above the water table and are clay lined. When each cell is full it is capped
to minimize the ingress and egress of water.
The Chandala operation utilizes two port facilities. The Port of Fremantle is used for export of bagged and containerized
mineral products and the Port of Bunbury is used for bulk shipments. Tronox rents storage and warehousing facilities at or nearby
to those sites.
For Cooljarloo there is a well-equipped modern permanent single person’s quarters (SPQ), capable of accommodating up to
160 people or approximately 70% of the work force. At Chandala, employees and contractors are primarily sourced from the
Perth metropolitan and surrounding areas.
History
39
Cooljarloo
The Cooljarloo tenements were originally pegged in 1972 by Kamilaroi Oil Company following the discovery of the
Eneabba Deposits. They were subsequently obtained by Yalgoo Minerals Pty Ltd and Tific Pty Ltd in 1985 which became part of
TiO2 Corporation NL (TiO2).
In 1988 prior to mining commencing, the Cooljarloo Joint Venture was formed between Kerr-McGee Chemical Corp and
Minproc Ltd, subsequent reorganizations of both partners led to 100% ownership under Tronox in 2012.
No geological data generated by owners prior to the formation of the Cooljarloo Joint Venture is in use.
Cooljarloo West
In 1990 drilling by Peko Exploration Ltd delineated a zone of deep low-grade mineralization but further drilling failed to
intercept economic mineralization. The tenements were relinquished in 1992.
Image Resources later pegged the area which were acquired by Tronox in 2005. Drilling completed by Tronox in 2007
delineated the deposits named Woolka Road, Harrier and Kestrel and Resources and Reserves are based only on data generated by
Tronox.
Summary of Resources and Reserves
Cooljarloo Summary of Mineral Resources as of December 31, 2024
Mineral Assemblage (% of THM)
Mine / Deposit
Resource Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change from
2023 (%)
Cooljarloo
Measured
4
2.2
59.4
8.3
10.3
Indicated
183
1.7
62.0
6.2
10.2
Measured + Indicated
187
1.7
61.9
6.3
10.2
Inferred
—
—
—
—
—
Total
187
1.7
61.9
6.3
10.2
Cooljarloo West
Measured
—
—
—
—
—
Indicated
80
1.3
60.7
8.5
11.6
Measured + Indicated
80
1.3
60.7
8.5
11.6
Inferred
—
—
—
—
—
Total
80
1.3
60.7
8.5
11.6
Total Mineral Resources
267
1.6
61.6
6.8
10.6
(9.5)
(1) Mineral resources are exclusive of mineral reserves.
(2) Price assumptions used for resource and reserve estimations are $1,378 per metric ton of zircon, $293 per metric ton of
Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene. Mineral prices used in Reserve estimation
are substantially in line with the prices for each of our products published quarterly by independent consulting companies.
For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on
page 34. The decrease in resources in 2024 as compared to 2023 is primarily attributable to mining depletion.
Cooljarloo Summary of Mineral Reserves as of December 31, 2024
40
Mineral Assemblage (% of THM)
Mine / Deposit
Reserve Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change
from 2023
(%)
Cooljarloo
Proven
157
1.7
61.9
7.8
11.0
Probable
4
2.2
59.4
8.3
10.3
Total
161
1.7
61.9
7.8
11.0
Cooljarloo West
Proven
—
—
—
—
—
Probable
130
2.0
60.5
8.3
12.3
Total
130
2.0
60.5
8.3
12.3
Total Mineral Reserves
291
1.8
60.2
7.9
11.4
(5.0)
(1) Price assumptions used for resource and reserve estimations are $1,378 per metric ton of zircon, $293 per metric ton of
Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene. Mineral prices used in Reserve estimation
are substantially in line with the prices for each of our products published quarterly by independent consulting companies.
(2) Conversion of in ground grade to saleable product yield (recovery), considering all the losses during mining and processing, is
typically 85% for ilmenite, 88% for rutile, 79% for Leucoxene and 83% for zircon.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on
page 35. The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
Condition of Property
The Cooljarloo project was established in 1988. Being situated on an historical coastline, the ore body is made up of
conventional mineral sands strandlines and eminently suited to dredge mining and gravity concentration.
Since commencement, the operation has been running continuously and has thus far consumed 657 Mt of ore at
approximately 2.8% HM grade. The current reserves are 287 Mt tons at 1.8% HM grade, which gives a further 15 years of life.
The current resources, which are exclusive of reserves, are 271 Mt at 1.6% HM.
Extensive and systematic exploration drilling activities are conducted at Cooljarloo and adjacent deposits on an annual basis
to upgrade resources and reserves. Final reserve delineation drilling is completed to a 50m x 40m or 50m x 20m spacing
depending on the geological complexities of the orebody. Final drilling is completed three or more years in advance of the mining
face to allow timely and accurate mine planning to be completed. Over the past 14 years there has been an average of 52,000
meters of drilling completely annually at Cooljarloo. Drilling will continue in 2025.
Cooljarloo mine has operated with 2 dredges in the one pond since 1999. The original Ellicott Cooljarloo1 dredge operates
in tandem with the smaller capacity Neumann built Pelican dredge which was brought into service in 2012. These bucket wheel
dredges operate in a purpose-built pond which sits within the ore mining limit. The original dredge and concentrator were sized to
operate at 12 Mt per annum but the original dredge has progressively been expanded and addition of the second dredge has seen
the project expand to a maximum of 25Mt per annum to counteract the impact of lower ore grades and also enable improved
resource utilization through economies of scale and increased product values.
A wet concentrator also floats in the dredge pond and is on two pontoons covering 2,250 square meters. Spiral gravity
concentrators separate the higher density valuable minerals from the lower density trash mineral and lowest density tailings quartz
grains. The spiral circuit consists of five stages. Roughers, middlings, cleaners, recleaners and classifiers. Both dredges pump
their feed simultaneously to the floating wet concentrator via floating pipelines and high voltage cables for power.
Over the past 36 years of operation the metallurgical circuitry of the wet plant has remained relatively unchanged save for
expanding the throughput to approximately 2850 tph. This allowed the processing of lower grade ore which has been shown to
have a better revenue to cost ratio compared to the original project assumptions. At the time of the capacity increase, spirals that
were at the end of their useful life were replaced with more modern units, of higher efficiency, to cope with both additional
throughputs, the lower average feed grade, higher clay fines in the ore and maintain an acceptable mineral recovery.
HMC at Cooljarloo is loaded by front end loader into 93 tonne triple road trains for haulage to the Chandala Mineral
Separation Plant (MSP). Both the mine and MSP are based on physical separation processes. There is no need for chemical or
physical alteration to achieve good product recovery and quality. Attritioning is a critical process step to ensure clean mineral
surfaces that are responsive to the electrostatic HT separators. The attritioned HMC is presented by filter belt to a natural gas fired
drier that not only removes the moisture but heats the mineral so that it is most responsive to the primary stage electrostatic
separation circuit.
The unit operations at the MSP are many and varied but the significant ones are as follows:
•
vibrating and reciprocating woven wire screening;
•
mechanical slurry attritioning;
41
•
gas fired fluid bed drying, reheating and cooling;
•
HT Roll, Coronastat and Plate electrostatic separators;
•
Rare Earth Drum, Rare Earth Roll, Induced Roll and Semi-Lift magnetic separators;
•
Hydrosizing; and
•
spiral gravity and centrifugal jig concentrators.
The equipment and infrastructure at both Cooljarloo and Chandala are in good order having been upgraded several times
such that the total throughput of the mining operation now averages 21 Mt per annum and whilst the MSP has not needed capacity
increase, updated technology and implementation of continuous improvement programs have resulted in significant increases in
mineral recoveries.
Since Cooljarloo is an operating mine and processing plant, capital is mostly a sunk cost. There is minor stay in business
capital incurred annually and there is US$55M of capital forecast with the move to the nearby Cooljarloo West dredging orebody
expected in approximately 2033.
Tronox Eastern Operations (Atlas-Campaspe)
Tronox Mining Australia Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Eastern Operations
which includes:
•
The Snapper, Ginkgo and Crayfish rehabilitation sites, located 110 km north of Wentworth in southwestern New South
Wales, where former mineral sands mines are undergoing restoration following the completion of mining;
•
The Atlas-Campaspe project in southwestern New South Wales, 120 km northeast of Mildura, where heavy mineral
concentrates are currently produced from dry mining operations at Atlas and site development and approval activities
have commenced for future mining operations at Campaspe;
•
A rail siding and HMC stockpile facility at Ivanhoe, approximately 140 km northeast of the Atlas Mine, where HMC is
dispatched to Broken Hill for further processing;
•
Broken Hill Mineral Separation Plant in southwestern New South Wales, where the HMCs are separated into mineral
products and either railed approximately 430 km to the Port of Adelaide or railed directly to Western Australia using the
Trans Australian Railway; and
•
Port of Adelaide, South Australia, where bulk mineral sands products from Broken Hill are loaded for export.
Mining tenements in Australia are managed at the State or Territorial level. In New South Wales, Mining Leases,
Exploration Licenses and Assessment Leases are granted and administered by the New South Wales Department of Primary
Industries Mineral Resources Division.
The Development Consent for Atlas and Campaspe was granted in June 2014 and construction of the Atlas Project was
completed in early 2023. The Atlas deposit is secured by Mining Lease 1767. The Campaspe deposit is secured by Mining Lease
1882 which was granted in September 2024.
The minerals in New South Wales belong to the Crown (the State of NSW) and Tronox is obligated to pay a 4% revenue-
based royalty on all saleable minerals produced.
All the land encompassing the intended mining area has been purchased by Tronox so no mining compensation payments to
landowners will be required as part of the Atlas-Campaspe Project.
The net book value of Atlas-Campaspe, inclusive of mining and beneficiary equipment located in New South Wales as well
as relevant mining tenements, as of December 31, 2024 was $300 million.
The Atlas mine is located at coordinates latitude 33°53’S and longitude 143°21’E. The Campaspe mine is located at
coordinates latitude 33°49’S and longitude 143°22’E.
Regional location of Atlas/Campaspe Project
42
Infrastructure
Atlas
The Atlas mine site is located in southwestern New South Wales, 120 km northeast of Mildura and 90 km north of
Balranald. Access to the license area is via the Balranald Ivanhoe Hwy, the Boree Plains – Gol Gol road and then through the
official Atlas Mine Access Road. The Atlas mine consists of a centrally based Wet Concentrator Plant (WCP) and a Dry Mining
Unit (DMU) both rated to 500 tph.
An on-site 200-person accommodation village has been constructed to house the workforce and consists of permanent and
demountable buildings and facilities such as: Administration and Office Building; Workshops; Process Area Crib Room and
Amenities; Gymnasium; Basketball Court and Main Store. Electrical power is supplied directly from a centralized 5 Mwh diesel
generation system.
Hydrological investigations identified a bore field location at the Northern end of the mine path, approximately 5km from
the central start-up pit location. This bore field supplies water for the mining operations and ancillaries. A total of seven bore
pumps supply the required volume.
A RO Plant and potable water treatment plant sized to deliver 115m3/hour has been installed to supply wash water for the
HMC and potable water for site buildings, wash pads and the accommodation village.
A communication building is located adjacent to the communication tower for telecom and the Local Area Network (LAN).
Data and telephone connection between the communications building, process area, administration area and accommodation
village are via a buried fiber optic cable.
HMC from the Atlas mine is transported by a combination of trucks and train. The road network consists of approximately
37 km of existing unsealed roads between the Atlas-Campaspe Mine site access road and the intersection with the sealed
Balranald-Ivanhoe Road. The remaining section is a 138 km long bitumen road leading to the Ivanhoe rail siding. HMC is loaded
into a train for transport to the Broken Hill Mineral Separation Plant (BH MSP) over approximately 301 km of railway.
Campaspe Project Status and Site Development Works
At the conclusion of mining at Atlas production will transition to Campaspe. Detailed mine planning and final approvals
are underway. The development of the Campaspe site and required plant to operate includes:
•
fencing of the mine lease (47 km);
•
construction of the access road (11 km);
•
construction of the mine corridor road (5.4 km);
43
•
construction of the process water dam (210,000 m3);
•
development of the mining pit;
•
development of the bore field and water reticulation systems;
•
relocation of workshops and amenities;
•
expansion of the accommodation village from 200 to 300 beds;
•
construction of a Primary Concentration Plant (PCP) and
•
relocation of Ginkgo/Snapper field booster pumps and piping
History
In the Murray Basin fine heavy mineral occurrences were identified from 1982 to 1986 by Rio Tinto. Subsequently many
smaller, coarser and high-grade deposits were also identified, and these formed the first mineral sands mines to be developed in
the region. Bemax Resources discovered the Ginkgo, Snapper and Crayfish deposits at Pooncarie in the early to mid-2000’s.
Mining commenced at Ginkgo in 2005 and Snapper in 2010. Mining at Snapper was completed in April 2022, Crayfish was
completed in July 2023 and Ginkgo was completed in June 2024.
The Atlas-Campaspe Project replaces production from the completed Snapper, Ginkgo and Crayfish deposits. Atlas
commenced full production in early 2023.
Summary of Resources and Reserves
Atlas-Campaspe Summary of Mineral Resources as of December 31, 2024
Mineral Assemblage (% of THM)
Mine / Deposit
Resource Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change from
2023 (%)
Atlas
Measured
9
2.4
57.9
14.1
8.3
Indicated
—
—
—
—
—
Measured + Indicated
9
2.4
57.9
14.1
8.3
Inferred
—
—
—
—
—
Total
9
2.4
57.9
14.1
8.3
Campaspe
Measured
18
2.6
59.3
9.4
13.3
Indicated
—
—
—
—
—
Measured + Indicated
18
2.6
59.3
9.4
13.3
Inferred
83
4.4
60.1
5.8
13.1
Total
101
4.0
60.0
6.2
13.1
Total Mineral Resources
110
3.9
59.9
6.6
12.9
0.3
(1) Mineral resources are exclusive of mineral reserves.
(2) Price assumptions used for resource and reserve estimations are $1,495 per metric ton of zircon, $246 per metric ton of
Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per metric ton of Leucoxene
(East). Mineral prices used in reserve estimation are substantially in line with the prices for each of our products, published
quarterly by independent consulting companies.
For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see
table on page 34.
Atlas-Campaspe Summary of Mineral Reserves as of December 31, 2024
Mineral Assemblage (% of THM)
Mine / Deposit
Reserve Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change
from 2023
(%)
Atlas
Proven
7
14.4
59.7
17.3
10.7
Probable
—
—
—
—
—
Campaspe
Proven
98
5.3
60.7
10.3
13.2
Probable
—
—
—
—
—
Total Mineral Reserves
105
5.8
60.5
11.3
12.8
(2.2)
44
(1) Price assumptions used for resource and reserve estimations are $1,495 per metric ton of zircon, $246 per metric ton of
Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per metric ton of Leucoxene
(East). Mineral prices used in reserve estimation are substantially in line with the prices for each of our products, published
quarterly by independent consulting companies.
(2) Conversion of in ground grade to saleable product yield (recovery), considering all the losses during mining and processing, is
typically 96% for ilmenite, 92% for rutile, 87% for Leucoxene and 79% for zircon.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table
on page 35. The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
Condition of Property
Construction at Atlas commenced in 2022 and ramped up to full production in the first quarter of 2023. The Atlas deposit is
mined using a dry mining method for both the overburden stripping and ore extraction.
As the equipment and infrastructure (including the DMU, WCP and all associated infrastructure) at Atlas is new and within
its first year of operational life it is in good condition.
Dry mining at Campaspe will replace production from Atlas when Atlas finishes in early 2027. Detailed design work and
additional approvals are presently being undertaken.
Extensive and systematic exploration drilling activities have been conducted at Atlas and Campaspe on an annual basis to
upgrade resources and reserves. Final reserve delineation drilling is completed to 100m x 20m spacing. Final drilling is completed
three or more years in advance of the mining face to allow timely and accurate mine planning to be completed. As such, all
drilling has been completed at Atlas. Final infill drilling has also been completed for the first five (5) years of mining at
Campaspe. Over the past 13 years there has been an average of 50,000 meters of drilling completed annually at Tronox’s Eastern
Operations. Drilling will continue at Campaspe and surrounding areas in 2025.
Namakwa Mine
Tronox Mineral Sands Pty Ltd is a subsidiary of Tronox Holdings Plc and holds 100% of the rights at the Namakwa Sands
Operations, which is located along the west coast of the Western Cape province, South Africa. The Namakwa Sands Operations
includes:
•
The Northern operations consisting of the Namakwa Sands Mine at Brand-se-Baai and the Mineral Separation Plant at
Koekenaap.
•
The Southern operations that consist of the Smelting Operations at Saldanha Bay along with administrative headquarters.
Run of mine production at the Namakwa Sands Mine comes from two shallow open-cast mines where excavators and front-
end loaders extract free-flowing and lightly cemented sand. The ore is conveyed to two primary concentrator plants (PCP) that
utilize wet spirals to produce a heavy mineral concentrate. These concentrates are pumped to a secondary concentrator plant
(SCP) where wet high-intensity magnetic separators (WHIMS) and spirals are used to produce a zircon-rich non-magnetic
concentrate, and a magnetic concentrate comprising mainly ilmenite. An ilmenite rich secondary stream from the SCP is
reprocessed at a separate plant called the UMM Plant to produce a crude ilmenite. SCP and UMM concentrates are separately
trucked to and treated at the MSP near Koekenaap, where a series of magnetic and electrical high-tension separators are employed
to produce finale saleable ilmenite, rutile, and zircon products. These products are transported from the Mineral Separation Plant
to the Smelter using the Saldanha-Sishen railway network.
The Southern Operations consist of the administrative headquarters and smelter operations and are located 3 km from the
Saldanha export harbor. The smelting process comprises the carbonaceous reduction of ilmenite using DC arc furnaces to produce
titanium slag and pig iron. The received rutile and zircon products as well as the titanium slag are stored in on-site silos from
where it is distributed in bag, container, or bulk shipment format.
Mining tenements in South Africa are managed at a national level. In the Western Cape, Mining Rights and Prospecting
Rights are granted and administered by the South African Department of Mineral Resources and Energy (DMR&E).
The Mining Rights for Namakwa are shown in the table and figure below.
Tronox Mining Rights, west coast of South Africa
45
Area/Farm
DMRE Reference number
Area (ha) Current status
Goeraap 140 Portion 17
WC 30/5/1/2/2/114 MR
250 active, expires 17 August 2038
Graauwduinen 152 Portion 1
WC 30/5/1/2/2/114 MR
2,978 active, expires 17 August 2038
Hartebeeste Kom 156 Portion 1 & 2
WC 30/5/1/2/2/114 MR
3,903 active, expires 17 August 2038
Rietfontein Ext 151 Portion 1 & 2
WC 30/5/1/2/2/114 MR
2,084 active, expires 17 August 2038
Hartebeeste Kom 156 Portion 3
WC 30/5/1/2/2/113 MR
1,790 active, expires 17 August 2038
Houtkraal 143 Portion 3
WC 30/5/1/2/2/113 MR
1,780 active, expires 17 August 2038
Graauwduinen 152 Portion 2
WC 30/5/1/2/2/10040 MR
599 active, expires 29 March 2046
Graauwduinen 152 Remaining Extent
WC 30/5/1/2/2/10040 MR
1,776 active, expires 29 March 2046
Rietfontein Ext 151 Remaining Extent
WC 30/5/1/2/2/10040 MR
2,536 active, expires 29 March 2046
Houtkraal 143 Remainder of Portion 2
WC 30/5/1/2/2/10040 MR
645 active, expires 29 March 2046
Houtkraal 143 Remaining Extent
WC 30/5/1/2/2/10040 MR
864 active, expires 29 March 2046
The net book value of the Namakwa Sands mine, inclusive of mining and beneficiary equipment located in the Western Cape of
South Africa as well as relevant mining tenements, as of December 31, 2024 was $437 million. The Namakwa Sands Mine is
located at coordinates 31°16’S and 17°54’E.
Location of Western Cape operations
Infrastructure
Potable water is sourced from the Olifants River Irrigation Scheme canal system. Water is distributed to the MSP and
Brand-se-Baai (BsB) for process and domestic use. Water is pumped to BsB via a 56 km pipeline at the rate of 280 m3/h. This
line also provides water to farmers along the line and rehabilitation areas at the Namakwa Sands Mine. Namakwa Sands holds
servitude rights in the area adjacent to the tar sealed road between the Mineral Separation Plant and the Mine. Seawater is used in
the primary and secondary separation processes and is pumped via the seawater pump station installation close to the Namakwa
Sands Mine.
46
ESCOM supplies the MSP via the 132 kV line from the Juno substation. A 132/22 kV, 20 MVA transformer from ESCOM
supplies both the MSP and a local farm.
The minerals are transported with purpose-built trailers and trucks between the Namakwa Sands and the MSP at Koekenaap.
The trucks travel on a tar seal road constructed for this purpose. A Sishen-Saldanha railway line connects the MSP and Smelter
sites. The minerals are transported from the MSP to the Smelter/port storage in closed container trucks, to prevent mineral losses
and contamination.
History
Exploration for heavy minerals along the coastal strip of southwest Africa led to the discovery and subsequent delineation of
the Namakwa Sands deposit near Brand-se-Baai in 1987. In September 1994 Anglo Operations Ltd commenced mining and
processing at the West mine ore body. In 2008 Exxaro Resources acquired the Namakwa operations from Anglo and then in 2012
Tronox acquired 74% of Namakwa Mineral Sands Pty Ltd. In 2021 Tronox acquired the whole of Namakwa Mineral Sands Pty
Ltd.
Summary of Resources and Reserves
Namakwa Sands Summary of Mineral Resources as of December 31, 2024
Mineral Assemblage (% of THM)
Resource Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change from
2023 (%)
Measured
122
6.8
33.5
6.3
7.6
Indicated
84
6.5
28.3
5.6
6.9
Measured + Indicated
206
6.6
31.4
6.0
7.3
Inferred
110
5.5
35.1
8.1
6.6
Total Mineral Resources
316
6.3
32.7
6.7
7.0
3.2
(1) Cutoff grade applied is 0.3% zircon
(2) Mineral Resources are exclusive of mineral reserves. Price assumptions used for resource and reserve estimations are $1,499
per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile.
For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see
table on page 34. The increase in resources in 2024 as compared to 2023 is primarily attributable to updated information.
Namakwa Sands Summary of Mineral Reserves as of December 31, 2024
Mineral Assemblage (% of THM)
Reserve Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change
from 2023
(%)
Proven
96
7.3
37.8
9.0
9.3
Probable
550
5.7
51.5
10.7
10.9
Total Mineral Reserves
646
5.9
49.0
10.4
10.6
(3.1)
(1) Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of
Ilmenite and $925 per metric ton of Rutile. Mineral prices used in Reserve estimation are substantially in line with the prices for
each of our products published quarterly by third-party industry consultancies.
(2) Conversion of in ground grade to saleable product yield (recovery), considering all the losses during mining and processing, is
typically 68% for ilmenite, 63% for rutile, and 63% for zircon.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table
on page 35. The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
Condition of Property
The operations at Namakwa Sands were originally established by Anglo in 1996 and have operated continuously since that
time. Open-cast mining, also known as strip mining, both classified as surface mining techniques, takes place in two distinct areas
known as the East and West Mines. The East Mine comprises predominantly shallow mineral sands stripping, whereas the West
Mine entails shallow stripping of mineral sands followed by a deeper open-cast mining operation recovering lightly cemented
materials to about 40 meters.
47
More than 200,000 meters of drilling has been completed to date, to define the pre-mine Namakwa mineral resources base
from surface down to bedrock. In-fill drilling, assaying and metallurgical test work will continue over the next decade with the
strategy to upgrade current mineral resources to fully measured status, as well as converting mineral resources to mineral reserves,
with a focus on proven mineral reserves realization.
The mining and mineral processing flowsheet and equipment of the Northern Operations have remained basically the same
since the last throughput upgrade in 2008. The equipment and infrastructure at both mines are in sound working order, having
been upgraded such that the total throughput of the mining operations now averages around 23 Mt per annum. A major mine
development project, expected to be operational in 2026 is currently in the execution stage to extract and beneficiate the deeper
lying ore in the East Mine beneath the shallow sands that are nearing its end of life.
Other changes include minor equipment replacements and technology updates, as well as circuit re-configurations as part of
an embedded continuous improvement drive. Most recently, a small standalone scavenger plant has been added to the SCP
flowsheet to augment attritioned magnetic concentrate production by consuming excess unattritioned ilmenite produced from the
WHIMS circuit. Routine work maintenance programs are solidly entrenched, being directed by physical asset care plans targeting
the maximum life and efficiency of plant, property and equipment holistically.
KZN Sands
Tronox KZN Sands Operations, which are located along the east coast of the Kwa-Zulu Natal province, South Africa are
wholly owned subsidiaries of Tronox Holdings Plc, and include the:
•
Fairbreeze Mine, immediately south of the Mtunzini township with the Primary Wet Plant (PWP) situated a further 8 km
south of Mtunzini.
•
Central Processing Complex (CPC), 50 road km north of Mtunzini, just outside the town of Empangeni, is where heavy
mineral concentrates are processed into mineral products and ilmenite is further converted to titanium rich slag and pig
iron in two direct current arc furnaces. The laboratory and mineral testing facilities are also located at CPC.
A hybrid mining method is employed at Fairbreeze Mine, utilizing track dozers to break lightly cemented ore layers in
combination with high- pressure hydraulic mining using water monitor guns to pump slurried ore to the Primary Wet
Concentrator (PWP) for wet gravity recovery of heavy minerals.
The resultant heavy mineral concentrate is trucked to the CPC, which is configured with relatively standard equipment to
produce saleable ilmenite, rutile and zircon products. The ilmenite is dispatched to the bordering smelting process encompassing
the carbonaceous reduction of ilmenite using DC arc furnaces to produce titanium slag and pig iron. The rutile and zircon
products as well as the titanium slag are stored in on-site silos from where it is distributed in bag, container, or bulk shipment
format destined for the Richards Bay harbor.
Mining tenements in South Africa are managed at a national government level. In KwaZulu-Natal, Mining Rights and
Prospecting Rights are granted and administered by the regional office of the South African Department of Mineral Resources and
Energy (DMRE).
The Mining Rights for Fairbreeze are shown in the table and figure below.
Tronox Mining Rights for Fairbreeze
Area/Farm
DMRE Reference number
Area (ha) Current status
Fairbreeze A, B, C, D
KZN 30/5/1/2/2/123 MR
3,810 active, expires 24 March 2035
Fairbreeze CX
KZN 30/5/1/2/2/164 MR
231 active, expires 04 August 2039
The net book value of the Fairbreeze mine, inclusive of mining and beneficiary equipment located in the Kwa-Zulu Natal
province of South Africa as well as relevant mining tenements, as of December 31, 2024 was $380 million. The Fairbreeze Mine
is located at coordinates 29°00’S and 31°42’E.
Mining Rights and Surface Ownership
48
Infrastructure
Fresh water is sourced from the Mhlathuze River upgraded installation that originally supplied the Hillendale Mine. This
system was upgraded to a pipeline of 750 mm nominal diameter over approximately 33 km to the Fairbreeze Mine and
discharging into the raw water dam, from where it is further distributed for mining and minerals processing, as well as potable
use.
Bulk electricity supply for the Fairbreeze Mine is from 88 kV and 132 kV ESCOM power lines that run adjacent to the
residue storage facilities and feeds the Fairbreeze substation.
Access to the PWP is from off ramps at Bridge 4 on the national highway N2, south of the town of Mtunzini. Road transport
for HMC to the MSP at Empangeni, a distance of 50 km, is along the N2 highway utilizing side tipping trucks. Gypsum waste and
MSP sand tailings are returned on the backhaul. There is another route between Fairbreeze and the MSP along the R102 that can
be used in emergencies. Railway networks in and around the region are suitable for the cargo requirements of the harbor and local
industry and are directly connected to the national network for import/export purposes. The Richards Bay harbor operates a very
large coal-handling terminal and controls a wide range of import and export cargos. Durban also has port facilities that Tronox
uses to export containerized and bagged product from.
History
Natal Mineral Sands (NMS), prospected for mineral sands on Hillendale and Fairbreeze in the northern coast of KwaZulu-
Natal during the 1980’s. Iscor Limited purchased NMS in 1994 and mining activities commenced in 2001 at the Hillendale Mine.
In 2012, Tronox announced the acquisition of 74% of KZN Mineral Sands operations. Production commenced at Fairbreeze in
2015 and in 2021 Tronox acquired the whole of the remaining portion it did not own of the KZN Sands operations.
Summary of Resources and Reserves
Fairbreeze Summary of Mineral Resources as of December 31, 2024
Mineral Assemblage (% of THM)
Resource Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change from
2023 (%)
Measured
43
4.1
63.5
8.9
7.8
Indicated
—
—
—
—
—
Measured + Indicated
43
4.1
63.5
8.9
7.8
Inferred
58
3.5
55.3
6.9
7.2
Total Mineral Resources
101
3.8
58.8
7.8
7.5
9.0
(1) Cutoff grade applied is 1.5% ilmenite.
49
(2) Mineral Resources are exclusive of mineral reserves. Price assumptions used for resource and reserve estimations are $1,554
per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile.
For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see
table on page 34. The increase in resources in 2024 as compared to 2023 is primarily attributable to updated information.
Fairbreeze Summary of Mineral Reserves as of December 31, 2024
Mineral Assemblage (% of THM)
Reserve Category
Material
(million
tonnes)
HM%
Ilmenite
Rutile +
Leucoxene
Zircon
Change
from 2023
(%)
Proven
175
5.6
61.4
7.7
7.5
Probable
15
3.9
54.8
5.6
7.3
Total Mineral Reserves
190
5.5
61.0
7.6
7.5
(6.0)
(1) Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of
Ilmenite and $1,183 per metric ton of Rutile. Mineral prices used in Reserve estimation are substantially in line with the prices for
each of our products published quarterly by third-party industry consultancies.
(2) Conversion of in ground grade to saleable product yield (recovery), considering all the losses during mining and processing, is
typically 76% for ilmenite, 75% for rutile, and 80% for zircon.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table
on page 35. The decrease in reserves in 2024 as compared to 2023 is primarily attributable to updated information.
Condition of Property
In 2001, the Hillendale Mine started to supply HMC concentrate to the CPC, in Empangeni for further minerals processing
to saleable mineral products. In 2015 after its useful life, and a production-break, most of the Hillendale Mine’s useful, movable
equipment was transferred to the nearby newly established Fairbreeze Mine. Mining at Hillendale Mine was exclusively hydraulic
mining, but due to the partially semi-consolidated nature of the Fairbreeze ore bodies, a hybrid open-cast mining method is
employed at Fairbreeze Mine, utilizing track dozers to break up the ore where required to assist high- pressure hydraulic mining
using water monitor guns to pump slurried ore to the PWP for wet gravity recovery of heavy minerals.
Close to 90,000 meters of drilling has been completed to date to define the pre-mine Fairbreeze mineral resources base from
surface down to bedrock. Drilling, assaying and metallurgical test work will continue over the next decade with the strategy to
upgrade current mineral resources to fully measured status, as well as converting mineral resources to mineral reserves, with a
focus on proven mineral reserves realization. The equipment and infrastructure of the Fairbreeze Mine and PWP are in sound
working order, having been upgraded as such that the total throughput of the mining operation averaged around 10 Mt per annum
for the initial Phase 1 upgrade. Freshly supplied HMC continued to utilize the existing infrastructure at the CPC, Empangeni,
being a fully functional mineral separation plant for zircon, ilmenite and rutile products and smelting operations using two DC arc
furnaces to produce of TiO2 slag and pig iron, on the same site.
More recently a Phase 2 expansion of the operation at Fairbreeze Mine was commissioned in order to maintain heavy
mineral concentrate (HMC) production due to lower THM grades in the ore. The expansion involves increasing the mining and
PWP processing rate to about 16 Mt per annum, which require upgrades to the upfront desliming circuit, a further upgrade of the
clay fines thickening and residue disposal equipment, rougher spiral capacity, increased concentrator building and additional
process water pumping capacity. Mineral recoveries will be maintained following the expansion as will product quality. A residue
storage facility (RSF) called MegaSebeka is currently in place and operational, however with the recent increase in mineral
reserves, mine life and planned mining rate, an adjacent area called the Everglades RSF will be constructed nearby.
Otherwise, the MSP used to convert HMC into saleable mineral products is the same that was used for the KZN project’s
original mining at Hillendale. Other changes include minor equipment replacements and technology updates, as well as circuit re-
configurations as part of an embedded continuous improvement drive. Routine work maintenance programs are solidly
entrenched, being directed by physical asset care plans targeting the maximum life and efficiency of plant, property and
equipment holistically.
Item 3.
Legal Proceedings
Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated
Financial Statements, Note 18 - Commitments and Contingencies” of this Form 10-K.
SEC regulations require us to disclose certain information about administrative or judicial proceedings to which a
governmental authority is party arising under federal, state or local environmental provisions if we reasonably believe that such
50
proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, the Company uses a
threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.
Item 4.
Mine Safety Disclosures
None.
51
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Market for our Ordinary Shares
Our ordinary shares trade on the New York Stock Exchange under the symbol “TROX.”
Holders of Record
As of January 31, 2025, there were approximately 57 holders of record of ordinary shares. This does not include the
shareholders that held shares of our ordinary shares in a nominee or “street-name” accounts through banks or broker-dealers. See
Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Issuer Purchases of Equity Securities
2024
Total Number of Shares
Purchased
Weighted Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plan(1)
Maximum
Approximate Dollar
Value that May Yet be
Purchased Under the
Plan(1)
October 1 - October 31
— $
—
— $
300,000,000
November 1 - November 30
—
—
—
300,000,000
December 1 - December 31
—
—
—
300,000,000
Total
— $
—
— $
300,000,000
(1)
On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of
Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the year ended December 31, 2024, we
made no repurchases of the Company's stock.
Stock Performance Graph
The following graph presents the five-year cumulative total stockholder returns for our ordinary shares compared with the
Standard & Poor’s (“S&P”) 500, the S&P MidCap 400 Chemicals and the S&P 400 Materials indices.
Total Stockholder Returns
S&P 500
S&P Midcap 400 Chemicals
S&P 400 Materials
Tronox
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
$50.00
$100.00
$150.00
$200.00
$250.00
The graph assumes that the values of our ordinary shares, the S&P 500, the S&P MidCap 400 Chemicals index, and the S&P
400 Materials index were each $100 on December 31, 2019, and that all dividends were reinvested.
52
Item 6.
Selected Financial Data
Not applicable.
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 (loss) income 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 and South Africa to produce feedstock materials that can be processed into TiO2 for pigment,
high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty
applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible
in the production of TiO2 at our nine pigment facilities located in the United States, Australia, Brazil, UK, France, the
Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our
ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The
mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the
rare-earth bearing mineral, monazite, which we also supply to customers around the world.
We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and
Wales.
Business Environment
The following discussion includes trends and factors that may affect future operating results:
Fourth quarter revenue decreased 1% compared to the prior year, driven by unfavorable average selling prices including mix
and lower other product sales volumes, partially offset by higher sales volumes of zircon and TiO2. For the fourth quarter of 2024
as compared to the fourth quarter of 2023, TiO2 revenue increased 3%, driven by a 4% increase in volumes partially offset by a
1% decrease in average selling prices including mix. Zircon sales volumes increased 43% partially offset by an 11% decrease in
average selling prices including mix. Revenue from other products decreased 38% due to opportunistic sales of ilmenite and
heavy mineral concentrate tailings which occurred in the prior year quarter, but did not reoccur in the current year quarter. Gross
profit increased for the fourth quarter of 2024 as compared to the fourth quarter of 2023 due to lower production costs and higher
TiO2 and zircon sales volumes. These favorable impacts were partially offset by lower sales volumes of other products,
unfavorable impacts of average selling prices and mix and unfavorable impacts of foreign currency.
Sequentially, revenue decreased 16% in the fourth quarter of 2024 compared to the third quarter of 2024 driven by lower
TiO2 and other products sales volumes and unfavorable average selling prices including mix partially offset by higher sales
volumes of zircon. TiO2 revenue decreased 13% in the fourth quarter of 2024 compared to the third quarter of 2024 driven by an
11% decrease in volumes, a 1% decline in average selling prices including mix and a 1% exchange rate headwind. Zircon sales
53
volumes increased 9% partially offset by an 8% decrease in average selling prices including mix. Other products revenues
decreased 40% sequentially primarily due to opportunistic sales of ilmenite and heavy mineral concentrate tailings that occurred
in the third quarter of 2024, but did not reoccur in the fourth quarter of 2024. Gross profit decreased sequentially from the third
quarter of 2024 to the fourth quarter of 2024 due to lower sales volumes of other products and TiO2 and headwinds from average
selling prices and mix. These unfavorable impacts were partially offset by improved production costs and favorable impacts of
foreign currency.
As of December 31, 2024, our total available liquidity was $578 million, including $151 million in cash and cash equivalents
and $427 million available under revolving credit agreements. As of December 31, 2024, our total debt was $2.9 billion and net
debt to trailing-twelve month Adjusted EBITDA was 4.8x. The Company also has no financial covenants on its term loans or
bonds and only one springing financial covenant on its Cash Flow revolver facility. Refer to Note 13 of notes to consolidated
financial statements for further details.
Consolidated Results of Operations
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Year Ended December 31,
2024
2023
Variance
(Millions of U.S. Dollars)
Net sales
$ 3,074
$ 2,850
$ 224
Cost of goods sold
2,559
2,388
171
Gross profit
$
515
$
462
$
53
Gross Margin
16.8 %
16.2 %
0.6 pts
Selling, general and administrative expenses
296
276
20
Income from operations
219
186
33
Interest expense
(167)
(158)
(9)
Interest income
10
18
(8)
Loss on extinguishment of debt
(3)
—
(3)
Other income, net
14
3
11
Income before income taxes
73
49
24
Income tax provision
(127)
(363)
236
Net loss
$
(54)
$ (314)
$ 260
Effective tax rate
174 %
741 %
(567) pts
EBITDA(1)
$
515
$
464
$
51
Adjusted EBITDA(1)
$
564
$
524
$
40
Net loss as % of Net Sales
(1.8) %
(11.0) %
9.2 pts
Adjusted EBITDA as % of Net Sales(1)
18.3 %
18.4 %
0.1 pts
_____________________
(1)
EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales 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 (loss) income.
Net sales of $3,074 million for the year ended December 31, 2024 increased by 8% compared to $2,850 million for the same
period in 2023. Revenue increased primarily due to higher TiO2 and zircon sales volumes. Net sales by type of product for the
years ended December 31, 2024 and 2023 were as follows:
54
The table below presents reported revenue by product:
Year Ended
December 31,
(Millions of dollars, except percentages)
2024
2023
Variance
Percentage
TiO2
$
2,407 $
2,248 $
159
7 %
Zircon
322
257
65
25 %
Other products
345
345
—
— %
Total net sales
$
3,074 $
2,850 $
224
8 %
For the year ended December 31, 2024, TiO2 revenue increased $159 million, or 7%, compared to the prior year due to a
$290 million increase in sales volumes partially offset by a decrease of $129 million in average selling prices, including mix.
Foreign currency negatively impacted TiO2 revenue by $2 million due primarily to the weakening of the Euro. Zircon revenues
increased $65 million primarily due to a 41% increase in sales volumes partially offset by a 16% decrease in average selling
prices. Other products revenue remained consistent period over period.
Gross profit of $515 million for the year ended December 31, 2024 was 16.8% of net sales compared to 16.2% of net sales
for the same period in 2023. The increase in gross margin is primarily due to:
•
the favorable impact of 4 points due to improved absorption from higher production volumes, and
•
the favorable impact of 1 point due to improved production costs and lower idle facility charges, partially offset by
•
the unfavorable impact of 5 points primarily due to a decrease in TiO2 and Zircon selling prices, including mix.
Selling, general and administrative ("SG&A") expenses increased $20 million when comparing the year ended December 31,
2024 to the prior year. The SG&A expenses increase was primarily driven by a $11 million increase in employee costs and a $9
million increase in professional services. The remaining net increase was driven by individually immaterial amounts.
Income from operations for the year ended December 31, 2024 of $219 million, increased by $33 million or 18% compared
to the same period in 2023 which is primarily attributable to higher sales volumes of TiO2 and zircon, improved production costs
and lower idle facility charges partially offset by higher selling, general and administrative expenses.
Interest expense for the year ended December 31, 2024 increased $9 million compared to the same period in 2023. The
increase is primarily due to the increase in the effective interest rates period over period.
Interest income for the year ended December 31, 2024 decreased $8 million compared to the same period in 2023 primarily
due to an overall decrease in our cash investments and lower interest rates on those cash balances period over period.
Loss on extinguishment of debt was $3 million for the year ended December 31, 2024 which was primarily related to the
refinancing of our US Term Loan Facility with the new 2024-B Term Loan Facility.
Other income (expense), net for the year ended December 31, 2024 primarily consisted of approximately $28 million (net of
associated transaction costs) related to a sale of royalty interest in certain Canadian mineral properties partially offset by $15
million of fees associated with the utilization of the Securitization Facility. The remaining amount was driven by other
individually immaterial amounts.
We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia and the United
Kingdom. During the year ended December 31, 2024, the Company recorded a full valuation allowances against the deferred tax
assets in Brazil and the Netherlands. Future provisions for income taxes associated with these jurisdictions will 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 174% and 741% for the years ended December 31, 2024 and 2023, respectively. The effective tax
rates for the year ended December 31, 2024 and 2023 are influenced by a variety of factors, primarily income and losses in
jurisdictions with valuation allowances, non-taxable income and expenses, withholding taxes, prior year accruals, and our
jurisdictional mix of income at tax rates different than the U.K. statutory rate. Additionally, the effective tax rates for each year is
significantly influenced by the application of valuation allowances against deferred tax assets in Brazil and the Netherlands during
the year ended December 31, 2024 and Australia during the year ended December 31, 2023. Refer to Note 5 of notes to
consolidated financial statements for further information.
Net loss as a percentage of net sales was (1.8)% for the year ended December 31, 2024 as compared to (11.0)% for the year
ended December 31, 2023. The primary driver of the year-over-year decrease in Net loss as a percentage of net sales is the timing
of the deferred tax assets' valuation allowance adjustments as well as the higher gross profit due to higher sales volumes, lower
55
production costs and lower idle facility charges. Adjusted EBITDA as a percentage of net sales was relatively consistent period
over period at 18.3% for the year ended December 31, 2024 as compared to 18.4% in the prior year.
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022
A discussion of our results of operations for the year ended December 31, 2023 versus December 31, 2022 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, 2023.
Other Comprehensive Income (Loss)
There was an other comprehensive loss of $74 million for the year ended December 31, 2024 compared to other
comprehensive loss of $42 million for the year ended December 31, 2023. This increase in comprehensive loss was primarily
driven by the unfavorable foreign currency translation adjustments of $80 million for the year ended December 31, 2024 as
compared to unfavorable foreign currency translation adjustments of $15 million in the prior year. Additionally, we recognized
net gains on derivative instruments of $2 million in the year ended December 31, 2024 as compared to net losses on derivative
instruments of $13 million in the prior year as well as pension and postretirement gains of $8 million for the year ended December
31, 2024 as compared to pension and postretirement losses of $14 million in the prior year.
A discussion of our comprehensive (loss) income for the year ended December 31, 2023 versus December 31, 2022 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, 2023.
Liquidity and Capital Resources
During 2024, our liquidity decreased by $183 million to $578 million.
The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates:
December 31,
2024
December 31,
2023
Cash and cash equivalents
$
151
$
273
Available under the Cash Flow Revolver
305
343
Available under the Standard Credit Facility
—
55
Available under the RMB Credit Facility
42
—
Available under the Emirates Revolver
63
64
Available under the SABB Facility
12
20
Available under the Bank Itau Facility
5
6
Total
$
578
$
761
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 short-term credit facilities (see Note 13 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,
including, among other things, macroeconomic conditions, inflationary pressures, political instability including the ongoing
Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. 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 $1.3 billion at December 31, 2024, compared to
$1.4 billion at December 31, 2023.
As of and for the year ended December 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented
approximately 18% of our total consolidated liabilities, approximately 39% of our total consolidated assets, approximately 44% of
our total consolidated net sales and approximately 52% of our Consolidated EBITDA (as such term is defined in the 2029
Indenture). In addition, as of December 31, 2024, our non-guarantor subsidiaries had $748 million of total consolidated liabilities
(including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029
Notes. See Note 13 of notes to consolidated financial statements for additional information.
At December 31, 2024, we had outstanding letters of credit and bank guarantees of $131 million. See Note 18 of notes to
consolidated financial statements.
56
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, 2024, our credit rating with Moody’s remained unchanged from December 31, 2023 at Ba3 stable
outlook. In the first quarter of 2025, Moody's changed our outlook to negative. As of December 31, 2024, our credit rating with
Standard & Poor's rating and outlook remained unchanged at B positive and stable, respectively. See Note 13 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,
2024, 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, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we
expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital
expenditures including projects such as newTRON and various mine development projects, continued reductions in our debt,
continued dividends and share repurchases.
Repatriation of Cash
At December 31, 2024, we held $151 million in cash and cash equivalents in these respective jurisdictions: $17 million in the
United States, $38 million in South Africa, $26 million in Australia, $28 million in Brazil, $7 million in Saudi Arabia, $17 million
in China, $17 million in Europe and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the
United States to certain foreign subsidiaries. In addition, at December 31, 2024, we held approximately $1 million of restricted
cash which is in South Africa related to a profit-sharing arrangement as well as in Australia related to performance bonds.
At December 31, 2024, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be
subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside
of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made
no provision for tax related to these undistributed earnings. The Company has removed its assertion that earnings in China are
indefinitely reinvested, and the withholding tax accruals for potential repatriations from that jurisdiction are now reflected in the
effective tax rate reconciliation in Note 5 to the consolidated financial statements.
Stock Repurchases
On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase
program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through
February 21, 2027. During the year ended December 31, 2024, we made no repurchases of the Company's stock.
Cash Dividends on Ordinary Shares
On February 18, 2025, the Board declared a quarterly dividend of $0.125 per share to holders of our ordinary shares at the
close of business on March 3, 2025, which will be paid on April 4, 2025.
Debt Obligations
On May 1, 2024, Tronox Finance LLC (the “Borrower”), Tronox Holdings plc (the “Company”), certain of the Company’s
subsidiaries, the incremental term lender party thereto and HSBC Bank USA, National Association, as Administrative Agent and
Collateral Agent, entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement (the "2024
Amendment"). The 2024 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2024 Term
Loan Facility") under its credit agreement in an aggregate initial principal amount of $741 million. The 2024 Term Loan Facility
was used to refinance in full the Company's outstanding 2022 Term Loan and 2023 Term Loan.
On August 15, 2024, the Borrower (as defined above), together with the Company and certain of the Company's subsidiaries,
entered into Amendment No. 5 to the Credit Agreement (as defined above) with the revolving lenders party thereto and HSBC
Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 5 provides for a $350 million
57
replacement revolving loan facility (the "New Cash Flow Revolver") which refinances and replaces the Borrower's existing $350
million revolving loan facility (the "Cash Flow Revolver").
On September 30, 2024, the Borrower (as defined above), together with the Company and certain of the Company's
subsidiaries, entered into Amendment No. 6 to the Credit Agreement (as defined above) with the term lenders party thereto and
HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 6 provides the Borrower
with a new seven-year incremental term loan facility (the "2024-B Term Loan Facility") in an aggregate principal amount of $902
million. The proceeds of the 2024-B Term Loan Facility was used to refinance in full all of the outstanding amounts of the
existing Term Loan Facility.
On August 16, 2024, Tronox Minerals Sands Proprietary Limited and Tronox KZN Sands Proprietary Limited, wholly-
owned subsidiaries of the Company, entered into Amendment No. 2 (“the Amendment”) and restatement of a credit facility with
RMB, that supersedes and replaces the Standard Bank Limited Term Loan Facility in its entirety. The amended credit facility
provides the Company with (a) a new five-year term loan facility in an aggregate principal amount of R1.1 billion (approximately
$58 million at December 31, 2024 exchange rate) (the "RMB Term Loan Facility") and (b) a new three-year revolving credit
facility (the "RMB Revolving Credit Facility") providing an increase of the revolving commitments of R1.2 billion
(approximately $63 million at December 31, 2024 exchange rate).
At December 31, 2024 and 2023, our short-term debt and long-term debt, net of unamortized discount and debt issuance
costs was $2.9 billion and $2.8 billion, respectively.
At December 31, 2024 and 2023, our net debt (the excess of our debt over cash and cash equivalents) was $2.7 billion and
$2.6 billion, respectively.
As of February 17, 2025, the total outstanding principal balance on our short-term debt facilities was approximately $117
million.
See Note 13 of notes to consolidated financial statements for further details.
Off-Balance Sheet Arrangements
In March 2022, the Company entered into an accounts receivable securitization program ("Securitization Facility") with a
financial institution, through our wholly-owned special purpose bankruptcy-remote subsidiary, Tronox Securitization LLC
("SPE"). The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million.
In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables
generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and
Tronox Mining Australia Ltd. which increased the facility limit to $200 million and extended the program term to November
2025.
In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables
generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited.
Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remained at $200 million
and November 2025, respectively.
In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the
percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility
(the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.
See "Note 7 - Accounts Receivable Securitization Program" in notes to consolidated financial statements for further details
regarding this off-balance sheet program.
Cash Flows
Years Ended December 31, 2024 and 2023
58
The following table presents cash flow for the periods indicated:
Year Ended December 31,
2024
2023
(Millions of U.S. dollars)
Net cash provided by operating activities
$
300 $
184
Net cash used in investing activities
(343)
(255)
Net cash (used in) provided by financing activities
(71)
176
Effect of exchange rate changes on cash
(7)
4
Net increase (decrease) in cash and cash equivalents
$
(121) $
109
Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net loss adjusted for
non-cash items and changes in working capital items. The following table summarizes our net cash provided by operating
activities for 2024 and 2023:
Year Ended December 31,
2024
2023
(Millions of U.S. dollars)
Net loss
$
(54) $
(314)
Net adjustments to reconcile net loss to net cash provided by operating activities
457
672
Income related cash generation
403
358
Net change in assets and liabilities
(103)
(174)
Net cash provided by our operating activities
$
300 $
184
Net cash provided by operating activities was $300 million in 2024 as compared to $184 million in 2023. The increase of
$116 million period over period is primarily due to a $45 million increase in income related cash generation and a decrease of
$71 million use of cash for net assets and liabilities. The lower use of cash for working capital was primarily driven by decreases
in the use of cash for inventories of $36 million and decreases in the use of cash for accounts payable and accrued liabilities of
$73 million partially offset by a decrease in cash provided by accounts receivable of $73 million and a change of $34 million in
net changes in income tax payables and receivables. Additionally, there was an increase in the use of cash for long-term other
assets and liabilities of $2 million from the prior year to the current year.
Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2024 was
$343 million as compared to $255 million for the year ended December 31, 2023. The $88 million increase in use of cash year
over year is primarily driven by higher capital expenditures of $370 million partially offset by $21 million of proceeds from the
sale of a royalty interest in certain Canadian mineral properties during the current year. The remaining $6 million in the current
year is related to other proceeds from sale of assets.
Cash Flows (used in) provided by Financing Activities — Net cash used in financing activities during the year ended
December 31, 2024 was $71 million as compared to cash provided by financing activities of $176 million for the year ended
December 31, 2023. The current year is primarily comprised of dividends paid of $80 million and total net proceeds of $26
million of long-term debt and short-term debt. The prior year was comprised of $347 million of proceeds from long-term debt
partially offset by repayments of long-term and short-term debt of $165 million as well as $89 million of cash used to pay
dividends.
Years Ended December 31, 2023 and 2022
A discussion of our cash flows for the year ended December 31, 2023 versus 2022 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, 2023.
Contractual Obligations
59
The following table sets forth information relating to our contractual obligations as of December 31, 2024:
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)
Long-term debt and lease financing (including interest)(1)
$
3,780 $
280 $
407 $
2,109 $
984
Purchase obligations(2)
3,431
395
399
472
2,165
Operating leases
235
35
42
33
125
Pension and other post-retirement benefit obligations(4)
219
27
46
44
102
Asset retirement obligations and environmental liabilities(5)
480
24
54
48
354
Total
$
8,145 $
761 $
948 $
2,706 $
3,730
__________________
(1)
We calculated our various term loan facilities' interest at a SOFR plus an applicable margin. See Note 13 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 2025. 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 $219 million include estimates of pension plan contributions and expected future benefit
payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2025 only. Expected future unfunded pension and OPEB
benefit payments are forecasted only through 2034. Contribution and unfunded benefit payment estimates are based upon current valuation assumptions.
Estimates of pension contributions after 2025 and unfunded benefit payments after 2034 are not included in the table because the timing of their resolution
cannot be estimated. Refer to Note 21 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.
(5)
Amounts are shown at the undiscounted and uninflated values.
Non-U.S. GAAP Financial Measures
EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox and Diluted adjusted net income per share
attributable to Tronox, which are used by management to measure performance, are not presented in accordance with U.S. GAAP.
We define EBITDA as net (loss) income excluding the impact of income taxes, interest expense, interest income and depreciation,
depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as
restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-
related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items
such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency
remeasurement gains and losses. We define Adjusted net income attributable to Tronox as net (loss) income attributable to Tronox
excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as
restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-
related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net income per share
attributable to Tronox as Diluted net income per share excluding the impact of nonrecurring items which the Company believes
are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment
charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or
losses.
Management believes that EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted
net income per share attributable to Tronox are useful to investors, as it is commonly used in the industry as a means of evaluating
operating performance. We do not intend for these non-U.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, Adjusted EBITDA, Adjusted net
income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox differently than we do, EBITDA,
Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox,
as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these
non-U.S. GAAP financial measures:
•
reflect 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;
60
•
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.
These non-U.S. GAAP measures are the primary measures management uses for planning and budgeting processes, and to
monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management’s
performance when determining incentive compensation.
The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales
for the periods presented and Net Debt to Trailing Twelve Month Adjusted EBITDA as of December 31, 2024 and December 31,
61
2023:
Year Ended December 31,
2024
2023
2022
Net (loss) income (U.S. GAAP)
(54)
(314)
500
Interest expense
167
158
125
Interest income
(10)
(18)
(9)
Income tax provision
127
363
(192)
Depreciation, depletion and amortization expense
285
275
269
EBITDA (non-U.S. GAAP)
515
464
693
Share-based compensation(a)
21
21
26
Venator settlement(b)
—
—
85
Loss on extinguishment of debt(c)
3
—
21
Foreign currency remeasurement(d)
(1)
(6)
3
Pension settlement loss(e)
—
—
20
Accretion expense and other adjustments to asset retirement and environmental
obligations(f)
23
22
19
Accounts receivable securitization program(g)
15
12
3
Sale of royalty interest in certain Canadian mineral properties, net of fees(h)
(28)
—
—
Other items(i)
16
11
5
Adjusted EBITDA (non-U.S. GAAP)
$
564
$
524
$
875
Year Ended December 31,
2024
2023
2022
Net sales
$
3,074
$
2,850
$
3,454
Net (loss) income (U.S. GAAP)
$
(54)
$
(314)
$
500
Net (loss) income (U.S. GAAP) as a % of Net sales
(1.8) %
(11.0) %
14.5 %
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales
18.3 %
18.4 %
25.3 %
December 31,
2024
2023
Long-term debt, net
$
2,759
$
2,786
Short-term debt
65
11
Long-term debt due within one year
35
27
(Less) Cash and cash equivalents
(151)
(273)
Net debt
$
2,708
$
2,551
Adjusted EBITDA (non-U.S. GAAP) (see above)
$
564
$
524
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see
above)
4.8x
4.9x
________________
(a)
Represents non-cash share-based compensation. See Note 20 of notes to consolidated financial statements.
(b)
Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the
Consolidated Statements of Operations.
(c)
2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. 2022 amount represents the loss in
connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new loan which closed in April 2022. See Note 13
of notes to consolidated financial statements.
62
(d)
Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and
intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are
included in "Other income (expense), net" in the Consolidated Statements of Operations.
(e)
2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan.
(f)
Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(g)
Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of
liquidity in the Company's overall capital structure.
(h)
Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other
(expense) income, net" in the Consolidated Statements of Operations.
(i)
Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative
expenses”, “Cost of goods sold” and “Other income (expense), net” in the Consolidated Statements of Operations.
The following table reconciles Net (loss) income attributable to Tronox to Adjusted net income attributable to Tronox for the
periods presented:
Year Ended December 31,
2024
2023
2022
Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP)
$
(48) $
(316) $
497
Venator settlement(a)
—
—
85
Loss on extinguishment of debt(b)
3
—
21
Sale of royalty interest(c)
(21)
—
—
Pension settlement loss(d)
—
—
15
Other(e)
5
(1)
(3)
Withholding tax accrued(f)
—
—
4
Tax valuation allowance(g)
49
293
(301)
Income tax expense - deferred tax assets(h)
—
—
(7)
Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP)
(1)(2)
$
(12) $
(24)
311
Diluted net (loss) income per share (U.S. GAAP)
$
(0.31) $
(2.02) $
3.16
Venator settlement, per share
—
—
0.54
Loss on extinguishment of debt, per share
0.02
—
0.13
Sale of royalty interest, per share
(0.13)
—
—
Pension settlement loss, per share
—
—
0.09
Other, per share
0.03
(0.01)
(0.02)
Withholding tax accrued
—
—
0.03
Tax valuation allowance, per share
0.31
1.88
(1.92)
Income tax expense - deferred tax assets, per share
—
—
(0.04)
Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc
(non-U.S. GAAP) (2)
$
(0.08) $
(0.15) $
1.98
Weighted average shares outstanding, diluted (in thousands)
157,819
156,397
157,110
________________
63
(a) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the
Consolidated Statements of Operations.
(b) 2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. 2022 amount represents the loss
in connection with the redemption of the 6.5% Senior Secured Notes and the issuance of a new term loan which closed in April 2022.
(c) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other
income (expense), net" in the Consolidated Statements of Operations.
(d) 2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan.
(e) Represents other activity not representative of the ongoing operations of the Company.
(f) Represents potential withholding tax due to the Chinese government for historic distributable income generated.
(g) 2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian and Netherlands
jurisdictions. 2023 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Australian
jurisdiction. 2022 amount represents changes primarily within the Company's Australian deferred tax assets' valuation allowance.
(h) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction.
(1) Only the sale of royalty interest, pension settlement loss amount and certain other items have been tax impacted. No income tax impacts
have been given to other items as they were recorded in jurisdictions with full valuation allowances.
(2) Diluted adjusted net income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income
attributable to Tronox Holdings plc and share information.
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 17 to the consolidated financial statements for a summary of the estimates and assumptions
utilized. At December 31, 2024, AROs were $186 million of which the long-term portion of $172 million is recorded in "Asset
retirement obligations" and the short-term portion of $14 million is recorded in "Accrued liabilities" in the Consolidated Balance
Sheet.
Environmental Matters
Liabilities for environmental matters are recognized when it is probable that a liability has been incurred and the related 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, 2024, environmental liabilities (both short term and long term) were $48 million.
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 18 to the consolidated financial statements.
Income Taxes
64
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
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 weighed 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 5 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 18 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 depleted 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
65
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
retirement, mortality, and turnover. Refer to Notes 2 and 21 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 $2 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 have a less than $1 million impact to our pension expense. A 100 basis points reduction in
discount rates would increase the PBO by approximately $29 million whereas a 100 basis point increase in discount rates would
decrease the PBO by approximately $25 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. A 100 basis points reduction or increase in rate of compensation would decrease the PBO
by approximately $4 million or increase the PBO by approximately $5 million, respectively.
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.
66
Market Risk
A substantial portion of our products and raw materials are commodities that reprice as market supply and demand
fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business
cycle. Our TiO2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few
years. We try to protect against such instability through various business strategies. These include provisions in sales contracts
allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share
commodity price risk, 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 2024, 2023 and 2022 our ten largest third-party customers represented
37%, 39%, and 30%, respectively, of our consolidated net sales. During 2024, 2023, and 2022, no single customer accounted for
10% of our consolidated net sales.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will impact our financial results. We are exposed to
interest rate risk on our floating rate debt, the Term Loan Facility, 2022 Term Loan Facility, the 2023 Term Loan Facility, the
2024 Term Loan Facility, the 2024-B Term Loan Facility, RMB Term Loan Facility, the new Cash Flow Revolver, RMB
Revolving Credit Facility, Emirates Revolver and SABB Credit Facility balances. Using a sensitivity analysis as of December 31,
2024, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $8 million on
an annualized basis. This is due to the fact that earnings on our interest earning financial assets of $31 million at December 31,
2024 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $824
million.
During 2019, we entered into interest-rate swap agreements for a portion of our previous Term Loan Facility, which
effectively convert the variable rate to a fixed rate for a portion of the loan. The agreements were to expire in September 2024.
On March 27, 2023, the Company entered into amendments with two of our existing interest rate swap agreements with the
counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts
which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At
the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore,
the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense
through September 22, 2024, the original maturity of the interest rate swap agreements.
We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks
with no change to the aggregate notional value. The forward starting swaps will be effective from June 2023 and will mature
in March 2028 which will align with the maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR
will also ensure that the reference rates in our hedge instruments will align with the interest rate terms of the Term Loan
Facility which is expected to change from LIBOR to SOFR effective June 30, 2023 in anticipation of Reference Rate Reform
and pursuant to the loan agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate
Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable
of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match
the index of the corresponding hedge instruments for the assessment of effectiveness.
Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value
which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan
Facility.
On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million
notional of the three original interest rate swap contracts of $750 million aggregate notional value. As a result of this
67
amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in
anticipation of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as
described above. This amendment did not change the notional value and the expiration date of this contract, which is set to
expire in September 2024. We completed a hedge effectiveness test as a result of this amendment and determined that this
hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term
of this hedge relationship.
As a result of the 2024 Amendment (discussed in Note 13), the Company noted that the hedged transaction associated with
the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the
2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion
of the 2024 Term Loan Facility. There were no amendments to the terms of the $200 million interest rate swap, including the
notional value, index rate, or expiration date as a result of the 2024 Amendment. However, given the change in the hedged
transaction, we completed a hedge effectiveness test and determined that this hedge instrument continues to be highly effective at
achieving offsetting cash flows related to the hedged transaction, enabling us to continue to apply hedge accounting over the
remaining term of this hedge relationship.
In line with the original maturity date, one of the interest rate swap agreements (notional value of $250 million) expired in
September 2024. As a result of this, on September 26, 2024, the Company entered into two new interest-rate swap agreements for
a notional of $125 million each with two counterparty banks, for an aggregate notional of $250 million. These new agreements
are effective as of September 30, 2024 and will mature on September 30, 2031, in line with the maturity date of the 2024-B Term
Loan Facility following Amendment No.6 (discussed in Note 13). The Company has designated these two new hedges as cash
flow hedges with the objective of ensuring that the Company continues to achieve the offsetting effect to the interest rate volatility
associated with the $250 million portion of the 2024-B Term Loan Facility.
Additionally, on September 26, 2024, the counterparty bank associated with one of the existing interest rate swap contracts
(notional value of $250 million) novated its rights and obligations in the interest rate swap contracts to a new counterparty. No
other terms and conditions of the interest rate swap contract were impacted by this transaction. We also determined that it is
probable the new counterparty will perform its obligations under the interest rate swap agreements. However, following the
novation, the Company terminated the existing interest rate swap agreement and simultaneously entered into a new interest rate
swap agreement with the new counterparty bank with an effective date of September 30, 2024 and expiring on September 30,
2031 (in line with the maturity date of the 2024-B Term Loan Facility). At the time of this change, the Company determined that
the interest payments hedged are still probable to occur, therefore, the gains accumulated of $3 million on the previous interest
rate swap are being amortized into interest expense through March 11, 2028, the original maturity of the previous term loan
agreement. As a result of this transaction, we completed a hedge effectiveness test and determined that this hedge instrument is
highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to apply hedge accounting over
the term of the new hedge relationship.
As of December 31, 2024, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing
in March 2028 and $500 million maturing in September 2031) with the objective in using the interest-rate swap agreements to add
stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have
been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the
Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair
value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently
reclassified into interest expense in the same periods during which the hedged transactions affect earnings.
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 Income 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,
the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell
foreign currencies as “economic hedges” for these foreign currency transactions.
68
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 and forecasted non-functional currency selling, general and
administrative expenses 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, 2024, we had 516 million
Australian dollars (or approximately $319 million at the December 31, 2024 exchange rate) and 26 million Australian dollars (or
approximately $16 million at the December 31, 2024 exchange rate) outstanding amounts to reduce the exposure of our Australian
subsidiaries’ cost of sales and SG&A expenses, respectively, to fluctuations in currency rates, and we had no outstanding amounts
to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates.
From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound
Sterling and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’
functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the
exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value
associated with these contracts is recorded in “Other income (expense), net” within the Consolidated Statements 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, 2024, there was (i) 1.4 billion South African Rand (or approximately $73 million at
the December 31, 2024 exchange rate), (ii) 113 million Australian dollars (or approximately $70 million at the December 31,
2024 exchange rate), (iii) 34 million Pound Sterling (or approximately $42 million at the December 31, 2024 exchange rate, (iv)
91 million Euro (or approximately $94 million at the December 31, 2024 exchange rate) and (v) 71 million Saudi Riyal (or
approximately $19 million at the December 31, 2024 exchange rate) of notional amount of outstanding foreign currency contracts.
69
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)
71
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022
73
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023, and 2022
74
Consolidated Balance Sheets at December 31, 2024 and 2023
75
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022
76
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024, 2023, and
2022
77
Notes to Consolidated Financial Statements
78
70
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, 2024 and 2023, and the related consolidated statements of operations, of comprehensive (loss) income, of
changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2024 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, 2024, 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
71
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.
Realizability of Deferred Tax Assets
As described in Notes 2 and 5 to the consolidated financial statements, as of December 31, 2024, the Company has $960 million
of net deferred tax assets, inclusive of valuation allowances associated with deferred tax assets of $1,951 million. 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. Management periodically assesses the likelihood that the Company will be able to recover the deferred tax
assets and reflects any changes in 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 weighed to determine whether a
valuation allowance should be recorded.
The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is
a critical audit matter are the (i) significant judgment by management in determining whether deferred tax assets by jurisdiction
are more likely than not to be realized in the future and (ii) a high degree of auditor judgment and effort in performing procedures
relating to management’s assessment of the realizability of 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
realizability of deferred tax assets. These procedures also included, among others (i) evaluating the positive and negative evidence
available to support management’s assessment of the realizability of deferred tax assets; (ii) testing the completeness and accuracy
of underlying data used by management; and (iii) evaluating management’s assessment of the realizability of deferred tax assets
by jurisdiction. Evaluating management’s assessment of the realizability of deferred tax assets by jurisdiction involved
considering (i) management’s assumptions relating to the assessment of cumulative tax losses by jurisdiction and (ii)
management’s assessment of factors that may limit the realizability of deferred tax assets.
/s/ PricewaterhouseCoopers LLP
Stamford, Connecticut
February 19, 2025
We have served as the Company’s auditor since 2014.
72
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions of U.S. dollars, except share and per share data)
Year Ended December 31,
2024
2023
2022
Net sales
$
3,074
$
2,850
$
3,454
Cost of goods sold
2,559
2,388
2,622
Gross profit
515
462
832
Selling, general and administrative expenses
296
276
289
Venator settlement
—
—
85
Income from operations
219
186
458
Interest expense
(167)
(158)
(125)
Interest income
10
18
9
Loss on extinguishment of debt
(3)
—
(21)
Other income (expense), net
14
3
(13)
Income before income taxes
73
49
308
Income tax (provision) benefit
(127)
(363)
192
Net (loss) income
(54)
(314)
500
Net (loss) income attributable to noncontrolling interest
(6)
2
3
Net (loss) income attributable to Tronox Holdings plc
$
(48) $
(316) $
497
(Loss) Earnings per share:
Basic
$
(0.31) $
(2.02) $
3.21
Diluted
$
(0.31) $
(2.02) $
3.16
Weighted average shares outstanding, basic (in thousands)
157,819
156,397
154,867
Weighted average shares outstanding, diluted (in thousands)
157,819
156,397
157,110
See notes to consolidated financial statements.
73
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Millions of U.S. dollars)
Year Ended December 31,
2024
2023
2022
Net (loss) income
$
(54) $
(314) $
500
Other comprehensive income (loss):
Foreign currency translation adjustments
(80)
(15)
(79)
Pension and postretirement plans (See Note 21):
Actuarial gains (losses), net of tax expense of $2, tax benefit of $5 and tax
expense of $4 in 2024, 2023 and 2022, respectively
7
(14)
5
Amortization of unrecognized actuarial losses, net of tax expense of nil in
both 2024 and 2023 and tax benefit of $2 in 2022
1
—
2
Settlement loss reclassified from accumulated other comprehensive loss to
the Consolidated Statements of Operations, net of nil taxes in both 2024
and 2023 and tax benefit of $5 in 2022
—
—
15
Total pension and postretirement gains (losses)
8
(14)
22
Realized (gains) losses on derivative instruments reclassified from accumulated
other comprehensive loss to the Consolidated Statements of Operations (net of
taxes of nil in 2024, net of tax benefit of $3 in 2023 and net of income tax
expense of $1 in 2022
(5)
2
(23)
Unrealized gains (losses) on derivative financial instruments, (net of tax
expense of $1, tax benefit of $1 and tax expense of $5 in 2024, 2023, 2022,
respectively; See Note 14)
3
(15)
53
Other comprehensive loss
(74)
(42)
(27)
Total comprehensive (loss) income
$
(128) $
(356) $
473
Comprehensive income (loss) attributable to noncontrolling interest:
Net (loss) income
(6)
2
3
Foreign currency translation adjustments
(8)
4
3
Comprehensive (loss) income attributable to noncontrolling interest
(14)
6
6
Comprehensive (loss) income attributable to Tronox Holdings plc
$
(114) $
(362) $
467
See notes to consolidated financial statements.
74
TRONOX HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS
(Millions of U.S. dollars, except share and per share data)
December 31,
2024
2023
ASSETS
Current Assets
Cash and cash equivalents
$
151 $
273
Restricted cash
1
—
Accounts receivable (net of allowance of $1 in 2024 and $3 in 2023)
266
290
Inventories, net
1,551
1,421
Prepaid and other assets
184
141
Income taxes receivable
2
10
Total current assets
2,155
2,135
Noncurrent Assets
Property, plant and equipment, net
1,927
1,835
Mineral leaseholds, net
616
654
Intangible assets, net
244
243
Lease right of use assets, net
140
132
Deferred tax assets
830
917
Other long-term assets
126
218
Total assets
$
6,038 $
6,134
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable
$
499 $
461
Accrued liabilities
247
230
Short-term lease liabilities
24
24
Short-term debt
65
11
Long-term debt due within one year
35
27
Income taxes payable
4
—
Total current liabilities
874
753
Noncurrent Liabilities
Long-term debt, net
2,759
2,786
Pension and postretirement healthcare benefits
85
104
Asset retirement obligations
172
172
Environmental liabilities
40
48
Long-term lease liabilities
107
103
Deferred tax liabilities
174
149
Other long-term liabilities
36
39
Total liabilities
4,247
4,154
Commitments and Contingencies - Note 18
Shareholders’ Equity
Tronox Holdings plc ordinary shares, par value $0.01 — 157,938,056 shares issued and
outstanding at December 31, 2024 and 156,793,755 shares issued and outstanding at
December 31, 2023
2
2
Capital in excess of par value
2,084
2,064
Retained Earnings
555
684
Accumulated other comprehensive loss
(880)
(814)
Total Tronox Holdings plc shareholders’ equity
1,761
1,936
Noncontrolling interest
30
44
Total equity
1,791
1,980
Total liabilities and equity
$
6,038 $
6,134
See notes to consolidated financial statements.
75
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of U.S. dollars)
Year Ended December 31,
2024
2023
2022
Cash Flows from Operating Activities:
Net (loss) income
(54)
(314)
500
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization
285
275
269
Deferred income taxes
110
330
(261)
Share-based compensation expense
21
21
26
Amortization of deferred debt issuance costs and discount on debt
10
9
8
Loss on extinguishment of debt
1
—
21
Other non-cash affecting net (loss) income
30
37
50
Changes in assets and liabilities:
Decrease in accounts receivable, net
11
84
233
Increase in inventories, net
(115)
(151)
(255)
Decrease in prepaid and other assets
40
37
47
Decrease in accounts payable and accrued liabilities
(11)
(84)
(5)
Net changes in income tax payables and receivables
10
(24)
5
Changes in other non-current assets and liabilities
(38)
(36)
(40)
Cash provided by operating activities
300
184
598
Cash Flows from Investing Activities:
Capital expenditures
(370)
(261)
(428)
Proceeds from the sale of assets
27
6
13
Cash used in investing activities
(343)
(255)
(415)
Cash Flows from Financing Activities:
Repayments of short-term debt
(18)
(148)
(113)
Repayments of long-term debt
(228)
(17)
(516)
Proceeds from short-term debt
55
86
142
Proceeds from long-term debt
217
347
396
Repurchase of common stock
—
—
(50)
Debt issuance costs
(16)
(3)
(4)
Call premium paid
—
—
(18)
Dividends paid
(80)
(89)
(87)
Restricted stock and performance-based shares settled in cash for taxes
(1)
—
—
Cash (used in) provided by financing activities
(71)
176
(250)
Effects of exchange rate changes on cash and cash equivalents and restricted cash
(7)
4
(1)
Net (decrease) increase in cash and cash equivalents and restricted cash
(121)
109
(68)
Cash and cash equivalents and restricted cash at beginning of period
273
164
232
Cash and cash equivalents and restricted cash at end of period
$
152
$
273
$
164
Supplemental cash flow information:
Interest paid, net
$
151
$
143
$
114
Income taxes paid
$
10
$
54
$
60
See notes to consolidated financial statements.
76
TRONOX HOLDINGS PC
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Millions of U.S. dollars)
Tronox
Holdings plc
Ordinary
Shares (in
thousands)
Tronox
Holdings plc
Ordinary
Shares
(amount)
Capital
in
Excess
of par
Value
(Accumulated
Deficit)
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total Tronox
Limited
Shareholders’
Equity
Non-
controlling
Interest
Total
Equity
Balance at January
1, 2022
153,935
$
2
$
2,067
$
663
$
(738) $
1,994
$
48
$
2,042
Net income
—
—
—
497
—
497
3
500
Other
comprehensive
(loss) income
—
—
—
—
(30)
(30)
3
(27)
Share-based
compensation
3,420
—
26
—
—
26
—
26
Shares cancelled
(28)
—
—
—
—
—
—
—
Options exercised
14
—
—
—
—
—
—
—
Shares repurchased
and cancelled
(2,844)
—
(50)
—
—
(50)
—
(50)
Noncontrolling
interest dividend
—
—
—
—
—
—
(8)
(8)
Ordinary share
dividends ($0.50 per
share)
—
—
—
(80)
—
(80)
—
(80)
Balance at
December 31, 2022
154,497
$
2
$
2,043
$
1,080
$
(768) $
2,357
$
46
$
2,403
Net (loss) income
—
—
—
(316)
—
(316)
2
(314)
Other
comprehensive
(loss) income
—
—
—
—
(46)
(46)
4
(42)
Share-based
compensation
2,320
—
21
—
—
21
—
21
Shares cancelled
(23)
—
—
—
—
—
—
—
Noncontrolling
interest dividend
—
—
—
—
—
—
(8)
(8)
Ordinary share
dividends ($0.50 per
share)
—
—
—
(80)
—
(80)
—
(80)
Balance at
December 31, 2023
156,794
$
2
$
2,064
$
684
$
(814) $
1,936
$
44
$
1,980
Net loss
—
—
—
(48)
—
(48)
(6)
(54)
Other
comprehensive loss
—
—
—
—
(66)
(66)
(8)
(74)
Share-based
compensation
1,184
—
21
—
—
21
—
21
Shares cancelled
(40)
—
(1)
—
—
(1)
—
(1)
Ordinary share
dividends ($0.50 per
share)
—
—
—
(81)
—
(81)
—
(81)
Balance at
December 31, 2024
157,938
$
2
$
2,084
$
555
$
(880) $
1,761
$
30
$
1,791
See notes to consolidated financial statements.
77
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 and South Africa to produce feedstock materials that can be processed into
TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in
certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-
sufficient as possible in the production of TiO2 at our nine pigment facilities located in the United States, Australia, Brazil, UK,
France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to
achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the
world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron
and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.
We are a public limited company listed on the New York Stock Exchange and are registered under the laws of 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 (expense), 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
78
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 3.
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 $14 million, $12 million, and $12 million during 2024, 2023, and 2022, 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 weighed 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 5.
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 15.
79
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, 2024 and December 31, 2023, we had restricted cash of approximately $1 million and less than $1 million,
respectively. The amount at December 31, 2024 was in South Africa related to a profit-sharing arrangement as well as in Australia
related to outstanding performance bonds. The amount at December 31, 2023 was in Australia related to outstanding performance
bonds.
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 8.
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
2 — 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
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 9.
We capitalize costs associated with our asset retirement obligations which are generally included in machinery and
equipment. See Note 17.
We capitalize interest costs on major projects that require an extended period of time to complete. See Note 13.
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 10.
80
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 11.
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.
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 assets are amortized on a
straight-line basis over the shorter of their estimated useful lives and the lease terms. See Note 16.
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 13.
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 17.
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 18.
81
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 20.
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 Statements of Operations. The service cost component of the net periodic service cost
component is recorded in cost of goods sold and selling, general and administrative expenses in the Consolidated Statements of
Operations based on the employees’ respective functions. The remaining portion of the net periodic cost related to interest cost,
expected return in plan assets, amortization of prior service costs or credits, and actuarial gains or losses is recorded in Other
income (expense), net in the Consolidated Statement of Operations.
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 (loss) in the Consolidated
Statement of Comprehensive Income. 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 Statements 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 Issued Accounting Pronouncements
82
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures".
The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires
disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.
The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied
on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We do not expect this
standard to have a material impact to our disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in this update
apply to all public business entities. The standard requires that at each interim and annual reporting period an entity disclose
additional information about specific expense categories in commonly presented expense captions within the notes to the financial
statements. Further the amendments require that an entity include certain amounts that are already required to be disclosed by
current GAAP in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts
remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclose the total amount of
selling expenses and an entity's definition of selling expenses (in annual reporting periods). The amendments in this update are
effective for annual period beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early
adoption is permitted. The guidance should be applied either (1) prospectively to financial statements issued for reporting periods
after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statement. We are
currently evaluating the impact this standard will have on our financial statements.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". The amendment
requires additional disclosures by public entities, including those with a single reportable segment, to disclose significant segment
expenses and other segment items for each reportable segment. The guidance applies to fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. On December 31,
2024, we adopted the new standard and applied the guidance under the new standard to include additional disclosures for our
single reportable segment. See Note 23 for additional information.
3.
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
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
83
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
We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions
this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers
to the customer at a specified destination or time.
Contract 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, 2024, and December 31, 2023, 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 both December 31, 2024 and
December 31, 2023 were less than $1 million. Contract liability balances were reported as “Accrued liabilities” in the
Consolidated Balance Sheets. All material contract liabilities as of December 31, 2023 and 2022 were recognized as revenue in
“Net sales” in the Consolidated Statements of Operations during the first quarter of 2024 and first quarter of 2023, respectively.
Disaggregation of Revenue
We operate under one operating and reportable segment, Tronox. See Note 23 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,
2024
2023
2022
North America
$
796 $
754 $
790
South and Central America
208
159
264
Europe, Middle-East and Africa
1,191
1,131
1,335
Asia Pacific
879
806
1,065
Total net sales
$
3,074 $
2,850 $
3,454
Net sales from external customers for each similar type of product were as follows:
Year Ended December 31,
2024
2023
2022
TiO2
$
2,407 $
2,248 $
2,693
Zircon
322
257
438
Other products
345
345
323
Total net sales
$
3,074 $
2,850 $
3,454
Other products mainly include pig iron, TiCl4 and other mining products. The nature, amount, timing and uncertainty of
revenue and cash flows typically do not differ significantly among different products.
84
4.
Other Income (Expense), Net
Other income (expense), net is comprised of the following:
Year Ended December 31,
2024
2023
2022
Net realized and unrealized foreign currency gains (losses)
$
1 $
6 $
(3)
Pension and postretirement benefit interest cost, expected return on assets and
amortization of actuarial losses
(1)
—
4
Pension settlement loss(1)
—
—
(20)
AR Securitization fees(2)
(15)
(12)
(3)
Sale of royalty interest in certain Canadian mineral properties, net of fees
28
—
—
AMIC technical service support fee (Note 22)
—
6
8
Other, net
1
3
1
Total
$
14 $
3 $
(13)
_____________________
(1)
2022 amount is a settlement loss related to our U.S. Qualified Plan.
(2)
Amount represents expenses associated with the Company's accounts receivable securitization program. Refer to Note 7 for further details.
5.
Income Taxes
Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided
for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.
Income (loss) before income taxes is comprised of the following:
Year Ended December 31,
2024
2023
2022
United Kingdom
$
(35) $
(47) $
(130)
International
108
96
438
Income before income taxes
$
73 $
49 $
308
The income tax (provision) benefit is summarized below:
Year Ended December 31,
2024
2023
2022
United Kingdom:
Current
$
— $
1 $
—
Deferred
—
—
—
International:
Current
(17)
(34)
(69)
Deferred
(110)
(330)
261
Income tax (provision) benefit
$
(127) $
(363) $
192
85
The following table reconciles the applicable statutory income tax rates to our effective income tax rates for “Income tax
(provision) benefit” as reflected in the Consolidated Statements of Operations.
Year Ended December 31,
2024
2023
2022
Statutory tax rate
25 %
24 %
19 %
Increases (decreases) resulting from:
Tax rate differences
(14)
(26)
9
Non-taxable income and expenses
22
29
8
Valuation allowances
130
670
(100)
Tax rate changes
4
10
(3)
State and local taxes
1
14
1
Prior year accruals
(2)
9
—
Withholding taxes
8
—
2
Expiration of net operating loss
—
11
2
Effective tax rate
174 %
741 %
(62) %
Tronox Holdings plc is a U.K. public limited company and the parent company for the business group. The statutory tax rate
in the U.K. at December 31, 2024 was 25%, 25% at December 31, 2023 and 19% at December 31, 2022. The statutory rate in the
U.K. changed to 25% effective April 1, 2023 and a weighted average rate of 23.5% was applied for the full year 2023.
The effective tax rates in 2024, 2023 and 2022 are all influenced by a variety of factors, primarily income and losses in
jurisdictions with valuation allowances, changes in tax rates, non-taxable income and expenses, prior year accruals, and rates
different than the United Kingdom statutory rate. The valuation allowances in each year were impacted by items other than
income and losses as follows: 2024 was impacted by recording valuation allowances in Brazil and the Netherlands, 2023 was
impacted by recording valuation allowances in China and Australia and 2022 was impacted by releasing a valuation allowance in
Australia.
86
Net deferred tax assets (liabilities) at December 31, 2024 and 2023 were comprised of the following:
December 31,
2024
2023
Deferred tax assets:
Net operating loss and other carryforwards
$
1,812
$
1,800
Property, plant and equipment, net
167
182
Reserves for environmental remediation and restoration
52
53
Obligations for pension and other employee benefits
42
50
Investments
—
3
Grantor trusts
603
609
Inventories, net
14
10
Interest
161
161
Lease liabilities
45
46
Other accrued liabilities
4
4
Intangible assets
5
—
Other
6
4
Total deferred tax assets
2,911
2,922
Valuation allowance associated with deferred tax assets
(1,951)
(1,860)
Net deferred tax assets
960
1,062
Deferred tax liabilities:
Inventories, net
(7)
(3)
Property, plant and equipment, net
(250)
(223)
Intangible assets, net
—
(9)
Lease assets
(44)
(43)
Foreign exchange
(1)
(6)
Interest
—
(7)
Other
(2)
(3)
Total deferred tax liabilities
(304)
(294)
Net deferred tax asset
$
656
$
768
Balance sheet classifications:
Deferred tax assets — long-term
$
830
$
917
Deferred tax liabilities — long-term
$
(174) $
(149)
Net deferred tax asset
$
656
$
768
The net deferred tax assets reflected in the above table include deferred tax assets related to grantor trusts, which were
established as Tronox Incorporated emerged from bankruptcy during 2011. The balances relate to the assets contributed to such
grantor trusts by Tronox Incorporated and the proceeds from the resolution of previous litigation of $5.2 billion during 2014,
which resulted in additional deferred tax assets of $2.0 billion. As the grantor trusts continue to spend funds received from the
litigation and earn income from the investment of those funds, the U.S. net operating loss will increase or decrease.
There was an increase to our valuation allowance of $91 million and $333 million during 2024 and 2023, respectively. The
table below sets forth the changes, by jurisdiction:
December 31,
2024
2023
United Kingdom
$
5 $
11
United States
(1)
(18)
Australia
39
346
The Netherlands
32
—
Brazil
15
—
Switzerland
—
(7)
China
1
1
Total increase in valuation allowances
$
91 $
333
During the year ended December 31, 2024, we identified negative evidence concerning our ability to realize our deferred tax
assets in Brazil and the Netherlands. This evidence primarily relates to operational losses generated during the year, a three-year
cumulative loss threshold crossed during the year, and fluctuating levels of income and expenses which have led to uncertainty
regarding the ability to generate net income in these regions for the foreseeable future. After weighing all the positive and
negative evidence, we determined it is more likely than not that Brazil and the Netherlands deferred tax assets may not be
87
realized. As a result, we recorded non-cash charges of $16 million and $33 million to tax expense for Brazil and the Netherlands,
respectively.
During the year ended December 31, 2023, the Company identified negative evidence concerning our ability to realize the
net balance of our Australia group deferred tax assets. This evidence primarily relates to losses generated during the year and
uncertainty regarding the region's ability to generate income in the near term. After weighing all the positive and negative
evidence, we determined that it is more likely than not that the Australia deferred tax assets may not be realized. As a result, we
recorded a $293 million non-cash charge to tax expense for the year ended December 31, 2023.
The Company has a Swiss entity acquired in the Cristal transaction that had net operating loss carryovers. During the year
ended December 31, 2023, a majority of these losses expired unused because the Swiss entity no longer has significant income-
generating activities. A valuation allowance was previously carried against these losses and is no longer required.
During the year ended December 31, 2022, the Company had determined that sufficient positive evidence existed to reverse
a portion of the valuation allowance in Australia. This reversal resulted in a non-cash deferred tax benefit of $300 million. Our
analysis considered all positive and negative evidence, including (i) three years of cumulative income of our Australian
subsidiaries, (ii) our continuing and improved profitability over the last twelve months, (iii) estimates of continued profitability
based on updated to our latest forecasts, (iv) changes in the factors that drove losses in the past, and (v) an evaluation of specific
deferred tax assets for limitations under certain Australian tax provisions. Based on this analysis, we concluded that it is more
likely than not that our Australian subsidiaries will be able to utilize all of their deferred tax assets except for those which are
classified as Capital Gains Tax (CGT) assets.
At December 31, 2024, we continue to maintain full valuation allowances related to the total net deferred tax assets in the
United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. Future
provisions for income taxes in Australia, Brazil, the Netherlands and the United Kingdom will include no tax benefits with respect
to losses incurred and tax expense only to the extent of current tax payments until the valuation allowances are eliminated.
Additionally, we have valuation allowances against specific tax assets in China, South Africa and the U.S.
The deferred tax assets generated by tax loss carryforwards in Australia, Brazil, China, the Netherlands and the United
Kingdom have been fully offset by valuation allowances. In the United States, the deferred tax assets generated by tax loss
carryforwards are partially offset by a valuation allowance to the extent they are subject to expiration. The expiration of tax loss
carryforwards at December 31, 2024 are shown below. The tax loss carryforwards in Australia, Brazil, France, Saudi Arabia, the
Netherlands and the United Kingdom do not expire.
2025
2026
2027
2028
2029
2030 - 2044
Unlimited
Total Tax Loss
Carryforwards
United
Kingdom
$
— $
— $
— $
— $
— $
— $
(140) $
(140)
Australia
—
—
—
—
—
—
(675)
(675)
The
Netherlands
—
—
—
—
—
—
(109)
(109)
France
—
—
—
—
—
—
(165)
(165)
Saudi Arabia
—
—
—
—
—
—
(3)
(3)
China
—
—
(3)
(6)
(1)
—
—
(10)
Brazil
—
—
—
—
—
—
(21)
(21)
Other
—
—
—
—
—
—
(1)
(1)
U.S. Federal
—
—
—
—
—
(3,911)
(334)
(4,245)
U.S. State
(27)
(55)
(2)
(4)
(1)
(4,001)
(34)
(4,124)
Total tax loss
carryforwards
$
(27) $
(55) $
(5) $
(10) $
(2) $
(7,912) $
(1,482) $
(9,493)
At December 31, 2024, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be
subject to income tax on these earnings, amounts totaling $600 million are in specific jurisdictions which we assert are
indefinitely reinvested outside of the parents' taxing jurisdictions. These amounts could be subject to withholding tax if
distributed, but the Company has made no provision for tax related to these undistributed earnings. The Company has removed
its assertion that earnings in China are indefinitely reinvested, and the withholding tax accruals for potential repatriations from
that jurisdiction are now reflected in the effective tax rate reconciliation above.
88
The noncurrent liabilities section of our Consolidated Balance Sheet does not reflect any reserves for uncertain tax positions
for either 2024 or 2023.
Our France returns are closed through 2021. Our China and U.S. returns are closed through 2020. Our Brazil, Netherlands
and South Africa returns are closed through 2019. Our Australia returns are held open from 2019 and our U.K. returns are held
open from 2020 for tax audits.
We believe that we have made adequate provision for income taxes that may be payable with respect to years open for
examination; however, the ultimate outcome is not presently known and, accordingly, additional provisions may be necessary
and/or reclassifications of noncurrent tax liabilities to current may occur in the future.
During the year ended December 31, 2023, the United Kingdom enacted legislation consistent with guidance from the
Organization for Economic Co-operation and Development ("OECD") for the implementation of Pillar Two, effective in 2024.
Additionally, various other jurisdictions have now implemented Domestic Minimum Taxes which are also effective for 2024.
Neither the UK Multinational Top-up Tax nor any jurisdiction's Domestic Minimum Tax have an impact on our income tax
provisions for 2024.
6.
(Loss) Income Per Share
The computation of basic and diluted (loss) income per share for the periods indicated is as follows:
Year Ended December 31,
2024
2023
2022
Numerator – Basic and Diluted:
Net (loss) income
$
(54) $
(314) $
500
Less: Net (loss) income attributable to noncontrolling interest
(6)
2
3
Net (loss) income available to ordinary shares
$
(48) $
(316) $
497
Denominator – Basic and Diluted:
Weighted-average ordinary shares, basic (in thousands)
157,819
156,397
154,867
Weighted-average ordinary shares, diluted (in thousands)
157,819
156,397
157,110
Net (loss) income per Ordinary Share:
Basic net (loss) income per ordinary share
$
(0.31) $
(2.02) $
3.21
Diluted net (loss) income per ordinary share
$
(0.31) $
(2.02) $
3.16
Net (loss) income per ordinary share amounts were calculated from exact, unrounded net (loss) income and share
information. Anti-dilutive shares not recognized in the diluted net (loss) income per share calculation for the years ended
December 31, 2024, 2023 and 2022 were as follows:
Shares
2024
2023
2022
Options
—
217,643
515,092
Restricted share units
1,997,987
2,475,125
1,590,086
7.
Accounts Receivable Securitization Program
On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with
a financial institution ("Purchaser"), through our wholly-owned special purpose bankruptcy-remote subsidiary Tronox
Securitization LLC (“ SPE”). The purpose of this program is to enhance the Company's financial flexibility by providing
additional liquidity. The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million (the “Facility
Limit”). Under the Securitization Facility, our wholly-owned U.S. operating subsidiary, Tronox LLC (“Originator”), sells its
entire accounts receivable on a periodic basis to the SPE. The SPE in turn sells undivided interests in the receivables that meet
certain eligibility criteria, pursuant to the terms of a receivable purchase agreement, to the Purchaser in exchange for cash, not to
exceed the Facility Limit. The SPE retains the remaining receivables as unsold receivables which are pledged as a collateral for
the sold receivables to which the purchaser is granted a first priority security interest.
Following the sale of the receivables by the Originator to the SPE, the receivables are legally isolated from Tronox and its
affiliated entities, and upon the subsequent sale and transfer of the receivables from the SPE to the administrative agent, effective
89
control of the receivables is passed to the purchaser, which has all rights, including the right to pledge or sell the receivables. Any
new receivables that are not sold to the purchaser by the SPE are added to the unsold receivables held as collateral.
In November 2022, the Securitization Facility was amended (the "First Amendment") to include receivables generated by our
wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining
Australia Ltd. which increased the Facility Limit to $200 million and extended the program term to November 2025. Following
this amendment, we sold additional accounts receivable in exchange for net cash proceeds of $72 million, for a total aggregate
amount of $147 million for the combined program.
In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables
generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited.
Neither the facility limit nor the program term were changed as a result of the Second Amendment, which remained at
$200 million and November 2025, respectively. As a result of the Second Amendment, during the year ended December 31, 2023,
we incurred $1 million of transaction costs, which are recorded in "Other income (expense), net" in our Consolidated Statement of
Operations.
In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the
percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization
Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.
As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our
Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our Consolidated
Statement of Cash Flows.
The program is structured on a revolving basis under which cash collections from receivables are used to fund additional
purchases of receivables at 100% face value, not to exceed the facility limit. At December 31, 2024 and 2023, the total value of
accounts receivable sold under the Securitization Facility and derecognized from the Company's Consolidated Balance Sheet was
$215 million and $186 million, respectively. This resulted in the Company recording $15 million and $5 million within
"Accounts payable" on the Consolidated Balance Sheet at December 31, 2024 and 2023, respectively, as this amount is due to the
Purchaser as a result of a periodic decrease in accounts receivable sold to the Purchaser, which was paid in January 2025 and
January 2024, respectively. Additionally, at December 31, 2024 and 2023, respectively, we retained $109 million and
$129 million of unsold receivables that we pledged as collateral for the sold receivables.
The following table sets forth a summary of the receivables sold and fees incurred under the program during the related
periods:
Year Ended December 31,
2024
2023
Cash proceeds from collections reinvested in the program
$
1,051 $
821
Incremental accounts receivables sold
1,080
884
Fees incurred1
15
11
1 Fees due to the Purchaser relate to monthly utilization of the Securitization Facility and are recorded in "Other income
(expense), net" in our Consolidated Statements of Operations.
8.
Inventories, net
Inventories, net consisted of the following:
December 31,
2024
2023
Raw materials
$
329 $
352
Work-in-process
129
141
Finished goods, net
855
688
Materials and supplies, net
238
240
Inventories, net
$
1,551 $
1,421
Materials and supplies, net consists of processing chemicals, maintenance supplies, and spare parts, which will be consumed
directly and indirectly in the production of our products.
90
At December 31, 2024 and 2023, there was approximately $59 million and $57 million, respectively, of inventory that is not
expected to be sold within in one year and as such, has been recorded in "Other long-term assets" on the Consolidated Balance
Sheet.
At December 31, 2024 and 2023, inventory obsolescence reserves were $44 million and $42 million, respectively. At
December 31, 2024 and December 31, 2023, reserves for lower of cost and net realizable value were $28 million and $50 million,
respectively.
9.
Property, Plant and Equipment
Property, plant and equipment, net of accumulated depreciation, consisted of the following:
December 31,
2024
2023
Land and land improvements
$
236 $
237
Buildings
407
404
Machinery and equipment
2,621
2,530
Construction-in-progress
490
319
Other
35
60
Subtotal
3,789
3,550
Less: accumulated depreciation
(1,862)
(1,715)
Property, plant and equipment, net
$
1,927 $
1,835
Substantially all the Property, plant and equipment, net is pledged as collateral for our debt. See Note 13.
The table below summarizes depreciation expense related to property, plant and equipment for the periods presented,
recorded in the specific line items in our Consolidated Statements of Operations:
Year Ended December 31,
2024
2023
2022
Cost of goods sold
$
218 $
210 $
205
Selling, general and administrative expenses
4
4
4
Total
$
222 $
214 $
209
10. Mineral Leaseholds, net
Mineral leaseholds, net of accumulated depletion, consisted of the following:
December 31,
2024
2023
Mineral leaseholds
$
1,249 $
1,260
Less accumulated depletion
(633)
(606)
Mineral leaseholds, net
$
616 $
654
Depletion expense related to mineral leaseholds during 2024, 2023, and 2022 was $31 million, $30 million, and $29 million,
respectively, and was recorded in “Cost of goods sold” in the Consolidated Statements of Operations.
11. Intangible Assets, net
91
Intangible Assets, net of accumulated amortization, consisted of the following:
December 31, 2024
December 31, 2023
Gross Cost
Accumulated
Amortization
Net Carrying
Amount
Gross Cost
Accumulated
Amortization
Net Carrying
Amount
Customer relationships
$
291 $
(270) $
21 $
291 $
(250) $
41
TiO2 technology
94
(51)
43
93
(44)
49
Internal-use software and other
239
(59)
180
201
(48)
153
Intangible assets, net
$
624 $
(380) $
244 $
585 $
(342) $
243
As of December 31, 2024 and 2023, internal-use software included approximately $116 million and $125 million,
respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.
The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the
specific line items in our Consolidated Statements of Operations:
Year Ended December 31,
2024
2023
2022
Cost of goods sold
$
6 $
3 $
2
Selling, general and administrative expenses
26
28
29
Total
$
32 $
31 $
31
Estimated future amortization expense related to intangible assets is $38 million for 2025, $28 million for 2026, $33 million
for 2027, $33 million for 2028, $31 million for 2029 and $81 million thereafter.
12. Balance Sheet and Cash Flows Supplemental Information
Accrued liabilities consisted of the following:
December 31,
2024
2023
Employee-related costs and benefits
$
107 $
111
Related party payables
13
1
Interest
17
16
Sales rebates
40
36
Taxes other than income taxes
9
6
Asset retirement obligations
14
14
Other accrued liabilities
47
46
Accrued liabilities
$
247 $
230
Additional supplemental cash flow information for the year ended and as of December 31, 2024, 2023 and 2022 is as follows:
92
Year Ended December 31,
Supplemental non cash information:
2024
2023
2022
Operating activities - Chloride slag inventory purchases made from AMIC
(including VAT)
$
67 $
51 $
—
Operating activities - reduction of Hawkins Point environmental obligation
$
— $
— $
12
Operating activities - MGT sales made to AMIC
$
6 $
6 $
3
Operating activities - Interest expense on MGT loan
$
1 $
2 $
1
Operating activities - Withholding tax on sale of royalty interest1
$
7 $
— $
—
Investing activities - In-kind receipt of AMIC loan repayment
$
67 $
51 $
—
Investing activities - Proceeds from sale of royalty interest1
$
7 $
— $
—
Investing activities - sale of Hawkins Point land
$
— $
— $
12
Financing activities - Repayment of MGT loan
$
6 $
6 $
3
Financing activities - Initial commercial insurance premium financing agreement $
18 $
18 $
21
December 31,
2024
2023
2022
Capital expenditures acquired but not yet paid
$
91 $
67 $
72
1 - During the year ended December 31, 2024, the Company sold a royalty interest in certain Canadian mineral properties for proceeds of
$28 million (net of associated transaction costs) which was recorded in "Other (expense) income, net" on the consolidated statement of
operations. Of the total proceeds, $7 million were withheld for tax purposes and never collected by the Company.
13. Debt
Long-term Debt
Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:
Original
Principal
Annual
Interest Rate
Maturity
Date
December 31,
2024
December 31,
2023
Term Loan Facility, net of unamortized
discount(1)
$
1,300
Variable
3/11/2028
$
— $
898
2022 Term Loan Facility, net of unamortized
discount(1)
400
Variable
4/4/2029
—
390
2023 Term Loan Facility, net of unamortized
discount(1)
350
Variable
8/16/2028
—
347
2024 Term Loan Facility, net of unamortized
discount(1)
741
Variable
4/4/2029
735
—
2024-B Term Loan Facility, net of unamortized
discount(1)
902
Variable
9/30/2031
896
—
Senior Notes due 2029
1,075
4.63 %
3/15/2029
1,075
1,075
Standard Bank Term Loan Facility(1)
98
Variable
11/11/2026
—
64
RMB Term Loan Facility(1)
64
Variable
8/16/2029
58
—
Australian Government Loan, net of unamortized
discount
N/A
N/A
12/31/2036
1
1
MGT Loan(2)
36
Variable
Variable
19
25
Finance leases
42
43
Long-term debt
2,826
2,843
Less: Long-term debt due within one year
(35)
(27)
Debt issuance costs
(32)
(30)
Long-term debt, net
$
2,759 $
2,786
93
(1)The average effective interest rate, including impacts of our interest rate swap, for the Term Loan Facility was 5.9% and
6.6% for the year ended December 31, 2024 and 2023, respectively. The average effective interest rate on the 2022 Term Loan
Facility was 9.2% and 8.7% for the year ended December 31, 2024 and 2023, respectively. The average effective interest rate on
the 2023 Term Loan Facility was 9.3% and 10.1% for the year ended December 31, 2024 and 2023, respectively. The average
effective interest rate on the 2024 Term Loan Facility, including the impacts of the interest rate swaps, was 7.7% for the year
ended December 31, 2024. The average effective interest rate on the 2024-B Term Loan Facility, including the impacts of the
interest rate swaps) was 6.1% for the year ended December 31, 2024. The average effective interest rate on the Standard Bank
Term Loan Facility was 10.8% and 10.3% for the year ended December 31, 2024 and 2023, respectively. The average effective
interest rate on the RMB Term Loan Facility was 10.4% for the year ended December 31, 2024.
(2)The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan was 6.1% and 6.0% during
the year ended December 31, 2024 and 2023, respectively. Refer below for further details.
At December 31, 2024, the scheduled maturities of our long-term debt were as follows:
Total
Borrowings
2025
35
2026
38
2027
34
2028
30
2029
1,829
Thereafter
873
Total
2,839
Remaining accretion associated with the 2024 Term Loan Facility and the 2024-B Term Loan Facility
(13)
Total borrowings
2,826
Long-term Debt
Term Loan Facility and Cash Flow Revolver
On March 11, 2021, Tronox Finance LLC (the "Borrower", the Borrower's indirect parent company, Tronox Holdings plc
(the "Company"), and certain of the Company's subsidiaries, entered into an amendment and restatement of its then existing
senior secured first lien term loan credit facility dated as of September 22, 2017 pursuant to which, among other things, the
Borrower amended and restated such existing credit facility with a new amended and restated senior secured first lien credit
agreement dated as of September 22, 2017 (as amended through and including March 11, 2021, the "New Credit Agreement")
with a syndicate of lenders and HSBC Bank USA, National Association, as administrative agent and collateral agent. The New
Credit Agreement provided the Borrower with (a) a new seven-year term loan facility (the "Term Loan Facility") in an aggregate
initial principal amount of $1.3 billion and (b) new five-year cash flow revolving facility (the "Cash Flow Revolver") providing
initial revolving commitments of $350 million and a sublimit of $125 million for letters of credit. The maturity date on the Term
Loan Facility and the Cash Flow Revolver was March 11, 2028 and March 11, 2026, respectively.
Subject to certain customary and other exceptions, the obligations of the Borrower under the New Credit Agreement were (a)
guaranteed on a joint and several basis by the Company and certain of the Company's restricted subsidiaries, and (b) secured by a
first priority lien on substantially all of the Borrower's and gurantors' assets, including inventory, receivables and related assets,
and equipment, equity interests in subsidiaries, and material real property, in each case subject to certain limitations and
principles.
In June 2023, in anticipation of Reference Rate Reform, we amended our interest rate terms of the Term Loan Facility and
Cash Flow Revolver from LIBOR to SOFR pursuant to the New Credit Agreement (the "Second Amendment"). The Term Loan
Facility and Cash Flow Revolver bore interest at either the base rate or the SOFR rate, at the Company's discretion, in each case
plus an applicable margin.
Commencing June 30, 2021, the Cash Flow Revolver contained a springing financial covenant when a loan amount is drawn
exceeding 35% of the Cash Flow Revolver. In this instance, the first lien net leverage ratio shall not exceed 4.75x at quarter end
testing period.
During the year ended December 31, 2022, we drew down $133 million on our Cash Flow Revolver and repaid $103 million
as of December 31, 2022. As of December 31, 2022, there was $30 million outstanding revolving credit loans (recorded within
"Short-term debt" on the Consolidated Balance Sheet) under the Cash Flow Revolver, which was fully repaid during the year
ended December 31, 2023. Additionally, there was $7 million of issued and undrawn letters of credit under the Cash Flow
94
Revolver as of December 31, 2023. Additionally, in connection with the sale of the Hawkins Point Plant (refer to Note 18 -
Commitments & Contingencies for further details), in December 2022, a $50 million undrawn letter of credit was issued as a bi-
lateral, stand-alone arrangement. Debt issuance costs associated with the Cash Flow Revolver of $1 million were included in
“Other long-term assets” in the Consolidated Balance Sheets at December 31, 2023, and were amortized over the life of the Cash
Flow Revolver.
In August 2024 and September 2024, we refinanced the Cash Flow Revolver and the Term Loan Facility, respectively, with
the New Cash Flow Revolver and the 2024-B Term Loan Facility as discussed below.
2022 Term Loan Facility
On April 4, 2022, the Borrower, the Company, certain of the Company's subsidiaries, the incremental term lender party
thereto, and HSBC Bank USA. National Association, as Administrative Agent and Collateral Agent, entered into Amendment No.
1 to the New Credit Agreement (the "First Amendment"). The First Amendment provided the Borrower with a new seven-year
incremental term loan facility (the "2022 Term Loan Facility" and, the loans thereunder, the "2022 Incremental Term Loans")
under the New Credit Agreement in an aggregate initial principal amount of $400 million.
The obligations of the Borrower under the 2022 Term Loan Facility were guaranteed and secured by the same guarantees and
liens under the New Credit Agreement with respect to the Term Loan Facility (as discussed above). The 2022 Incremental Term
Loans were a separate class of loans under the credit agreement, and if the Borrower elected to make an optional prepayment
under the credit agreement or was required to make a mandatory prepayment under the credit agreement, the Borrower, may have,
in each case, selected which class or classes of loans to prepay.
The 2022 Incremental Term Loans amortized in equal quarterly installments in an aggregate annual amount equal to 1.0% of
the original principal amount of the 2022 Incremental Term Loans commencing with the second full fiscal quarter after the
effective date of the 2022 Incremental Term Loan Facility. The final maturity of the 2022 Incremental Term Loans was to occur
on the seventh anniversary of the effective date of the 2022 Incremental Term Loan Facility. The 2022 Incremental Term Loan
Facility permitted amendments thereto whereby individual lenders may have extended the maturity date of their outstanding loans
upon the Borrower's request without the consent of any other lender, so long as certain conditions were met.
The 2022 Incremental Term Loans bore interest, at the Borrower's option, at either the base or the SOFR rate, in each case
plus an applicable margin. The applicable margin in respect of the 2022 Incremental Loans was 2.25% per annum, for base rate
loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans had an interest rate floor of 0.50%.
The 2022 Incremental Term Loan Facility contained the same negative covenants applicable to the term loans outstanding
under the New Credit Agreement immediately prior to the effectiveness of the First Amendment, which covenants, subject to
certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur
indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter
into transactions with affiliates; and make certain modifications to material documents (including organizational documents).
The proceeds of the 2022 Incremental Term Loans were used on April 4, 2022, along with cash on hand, to redeem previous
senior notes of $500 million. As a result of this transaction, we recognized approximately $21 million, including a call premium
of $18 million, in "Loss on extinguishment of debt" on the Consolidated Statements of Operations for the year ended December
31, 2022.
As of December 31, 2023, the total outstanding principal balance was $393 million, of which $4 million was recorded within
"Long-term debt due within one year" on the Consolidated Balance Sheet. In May 2024, the 2022 Term Loan Facility was
refinanced, along with the 2023 Term Loan Facility, with the 2024 Term Loan Facility (as discussed below).
2023 Term Loan Facility
In August 2023, the Borrower, the Company, certain of the Company’s subsidiaries, the incremental term lender party thereto
and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 3 to the
New Credit Agreement (the "Third Amendment"). The Third Amendment provided the Borrower with a new five-year
incremental term loan facility ("the 2023 Term Loan Facility" and, the loans thereunder, the "2023 Incremental Term Loans")
under the New Credit Agreement in an aggregate initial principal amount of $350 million. A portion of the proceeds of the 2023
Term Loan Facility were used to repay $159 million of then-outstanding borrowings under the Company's existing revolving
credit facilities and to enhance available liquidity for upcoming capital expenditures.
The obligations of the Borrower under the 2023 Term Loan Facility were guaranteed and secured by the same guarantees and
liens under the New Credit Agreement with respect to the Term Loan Facility and 2022 Term Loan Facility (as discussed above).
The 2023 Incremental Term Loans were a separate class of loans under the credit agreement, and if the Borrower elected to make
95
an optional prepayment under the credit agreement or was required to make a mandatory prepayment under the credit agreement,
the Borrower, may have, in each case, selected which class or classes of loans to prepay.
The 2023 Incremental Term Loans amortized in equal quarterly installments in an aggregate annual amount equal to 1.0% of
the original principal amount of the 2023 Incremental Term Loans commencing with the second full fiscal quarter after the
effective date of the 2023 Incremental Term Loan Facility. The final maturity of the 2023 Incremental Term Loans was to occur
on August 16, 2028. The 2023 Incremental Term Loan Facility permitted amendments thereto whereby individual lenders may
have extended the maturity date of their outstanding loans upon the Borrower’s request without the consent of any other lender, so
long as certain conditions were met.
The 2023 Incremental Term Loans bore interest, at the Borrower's option, at either the base or the SOFR rate, in each case
plus an applicable margin. The applicable margin in respect of the 2023 Incremental Term Loans was 2.50% per annum for base
rate loans, or 3.50% per annum for SOFR rate loans. The 2023 Incremental Term Loans had an interest rate floor of 0.50%.
The 2023 Incremental Term Loan Facility contained the same negative covenants applicable to the term loans outstanding
under the New Credit Agreement immediately prior to the effectiveness of the Third Amendment, which covenants, subject to
certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur
indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter
into transactions with affiliates; and make certain modifications to material documents (including organizational documents).
As of December 31, 2023, the total outstanding principal balance was $350 million, of which $4 million was recorded within
"Long-term debt due within one year" on the Consolidated Balance Sheet. In May 2024, the 2023 Term Loan Facility was
refinanced, along with the 2022 Term Loan Facility, with the 2024 Term Loan Facility (as discussed below).
2024 Term Loan Facility
On May 1, 2024, Tronox Finance LLC (the “Borrower”), an indirect subsidiary of Tronox Holdings plc (the “Company”),
together with the Company and certain of the Company’s subsidiaries, entered into Amendment No. 4 (the "2024 Amendment")
to the Credit Agreement (as defined below) with the term lenders party thereto and HSBC Bank USA, National Association, as
Administrative Agent and Collateral Agent. The 2024 Amendment provides the Borrower with a new five-year incremental term
loan facility ("the 2024 Term Loan Facility" and the loan thereunder, the "2024 Term Loans") in an aggregate initial principal
amount of $741 million under its Amended and Restated Credit Agreement, dated as of March 11, 2021 (as amended through the
date hereof, the "Credit Agreement") among the Borrower, the Company, certain of the Company's subsidiaries, the lenders party
thereto from time to time and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. The 2024
Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan Facility and the 2023 Term Loan
Facility.
The obligations of the Borrower under the 2024 Term Loan Facility are guaranteed and secured by the same guarantees and
liens under the Credit Agreement prior to the effectiveness of the Amendment. The 2024 Term Loan Facility is a separate class of
loans under the Credit Agreement, and if the Borrower elects to make an optional payment under the Credit Agreement or is
required to make a mandatory prepayment under the Credit Agreement, the Borrower may, in each case, select which class or
classes of loans to prepay.
The 2024 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of
the original principal amount of the 2024 Term Loan Facility commencing with the second full fiscal quarter after the effective
date of the 2024 Term Loan Facility. The final maturity of the 2024 Term Loan Facility will occur on April 4, 2029. The 2024
Term Loan Facility permits amendments thereto whereby individual lenders may extend the maturity date of their outstanding
loans upon the Borrower's request without the consent of any other lender, so long as certain conditions are met. The 2024 Term
Loan Facility shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable
margin. The applicable margin in respect of the 2024 Term Loan Facility is 1.75% per annum for base rate loans or 2.75% per
annum for SOFR rate loans.
The 2024 Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the Credit
Agreement immediately prior to the effectiveness of the Amendment, which covenants, subject to certain limitations, thresholds
and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay
dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates;
and make certain modifications to material documents (including organizational documents).
On December 18, 2024, the Borrower, together with the Company and certain of the Company's subsidiaries, entered into
Amendment No. 7 (the "Repricing Agreement") with the term lenders party thereto and HSBC Bank USA, National Association,
as Administrative Agent and Collateral Agent. The Repricing Amendment amended the 2024 Term Loan Facility by (i) reducing
the applicable rate per annum applicable thereto by 50 basis points to 1.25% per annum for base rate loans or 2.25% per annum
96
for SOFR rate loans and (ii) implementing certain mechanical and other related changes. As of December 31, 2024, the
applicable margin under the 2024 Term Loan Facility was 2.25%. As of December 31, 2024, the total outstanding principal
balance was $741 million, of which $6 million is recorded within "Long-term debt due within one year" on the Consolidated
Balance Sheet.
2024-B Term Loan Facility
On September 30, 2024, the Borrower (as defined above), together with the Company and certain of the Company's
subsidiaries, entered into Amendment No. 6 to the Credit Agreement (as defined above) with the term lenders party thereto and
HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 6 provides the Borrower
with a new seven-year incremental term loan facility (the "2024-B Term Loan Facility") in an aggregate principal amount of
$902 million. The proceeds of the 2024-B Term Loan Facility was used to refinance in full all of the outstanding amounts of the
existing Term Loan Facility.
The obligations of the Borrower under the 2024-B Term Loan Facility are guaranteed and secured by the same guarantees
and liens under the Credit Agreement prior to the effectiveness of Amendment No. 6. The 2024-B Term Loan Facility is a
separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment under the Credit
Agreement or is required to make a mandatory prepayment under the Credit Agreement, the Borrower may, in each case, select
which class or classes of loans to prepay.
The 2024-B Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of
the original principal amount of the 2024-B Term Loans commencing with the second full fiscal quarter after the effective date of
the 2024-B Term Loan Facility. The final maturity of the 2024-B Term Loan Facility will occur on September 30, 2031. The
2024-B Refinancing Facility permits amendments thereto whereby individual lenders may extend the maturity date of their
outstanding loans upon the Borrower’s request without the consent of any other lender, so long as certain conditions are met. The
2024-B Term Loans shall bear interest, at the Borrower’s option, at either the base rate or the SOFR rate, in each case plus an
applicable margin. The applicable margin in respect of the 2024-B Term Loan Facility is 1.5% per annum for base rate loans or
2.5% per annum for SOFR rate loans. Based on our first lien net leverage ratio pursuant to the credit agreement, the applicable
margin under the 2024-B Term Loan Facility as of December 31, 2024 was 2.50%.
The 2024-B Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the
Credit Agreement immediately prior to the effectiveness of Amendment No. 6, which covenants, subject to certain limitations,
thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness;
grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into
transactions with affiliates; and make certain modifications to material documents (including organizational documents). The
2024-B Term Loan Facility also contains the same representations and warranties, affirmative covenants and events of default
applicable to the term loans outstanding under the Credit Agreement immediately prior to the effectiveness of Amendment No. 6.
If an event of default occurs under the 2024-B Term Loan Facility, then a majority of the lenders through the administrative agent,
may (a) declare the 2024-B Term Loan Facility (and all other loans) to be immediately due and payable and/or (b) foreclose on
the collateral securing the obligations under the Credit Agreement.
As a result of this transaction, we recognized approximately $2 million in "Loss on extinguishment of debt" on the
Consolidated Statement of Operations for the year ended December 31, 2024. As of December 31, 2024, the total outstanding
principal balance was $902 million, of which $9 million is recorded within "Long-term debt due within one year" on the
Consolidated Balance Sheet.
Senior Notes due 2029
On March 15, 2021, Tronox Incorporated closed an offering of $1,075 million aggregate principal amount of its 4.625%
senior notes due 2029 (the "Senior Notes due 2029"). The notes were offered at par and issued under an indenture dated as of
March 15, 2021 among the Company and certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust,
National Association. The Senior Notes due 2029 provide, among other thing, that the Senior Notes due 2029 are guaranteed by
the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Senior Notes due 2029 and
related guarantees are the senior obligations of the Company and the guarantors. The Senior Notes due 2029 have not been
registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent
registration requirements. The terms of the indenture, among other things, limit, in certain circumstances, the ability of the
Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage
in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.
Standard Bank Term Loan Facility and Revolving Credit Facility
97
On October 1, 2021, Tronox Minerals Sands Proprietary Limited, a wholly-owned subsidiary of the Company, entered into
an amendment and restatement of a new credit facility with Standard Bank. The new credit facility provided the Company with
(a) a new five-year term loan facility in an aggregate principal amount of R1.5 billion (approximately $98 million) (the "Standard
Bank Term Loan Facility") and (b) a new three-year revolving credit facility (the "Standard Bank Revolving Credit Facility")
providing initial revolving commitments of R1.0 billion (approximately $55 million). The maturity date on the Standard Bank
Term Loan Facility and the Standard Bank Revolving Credit Facility was November 11, 2026 and October 1, 2024, respectively.
The Standard Bank Term Loan Facility had a delayed draw feature up to thirty business days from the effective date of the
executed credit agreement. Mandatory capital repayments of R37.5 million (approximately $2 million) were scheduled quarterly
with the first mandatory repayment which started in December 2021. Both the Standard Bank Term Loan Facility and the
Standard Bank Revolving Credit Facility bore interest at an adjusted JIBAR rate plus an applicable margin. The applicable margin
on the Standard Bank Term Loan Facility was 2.35%. The applicable margin on the Standard Bank Revolving Credit Facility was
based upon average credit utilization during any interest period. If the revolving credit facility utilization was less than 33%, less
than 66% but greater than 33%, or greater than 66%, the applicable margin was 2.10%, 2.25%, and 2.40%, respectively.
Pursuant to the credit agreement, on November 11, 2021, the Company drew down the total outstanding principal balance of
R1.5 billion (approximately $98 million) on the Standard Bank Term Loan Facility. As of December 31, 2023, the total
outstanding principal balance was R1.2 billion (approximately $64 million), of which R150 million (approximately $8 million)
was recorded within "Long-term debt due within one year" on the Consolidated Balance Sheet. Additionally, during the year
ended December 31, 2023, we drew down R650 million (approximately $36 million) under the Standard Bank Revolving Credit
Facility for general corporate purposes and fully repaid the outstanding amount during the year.
In August 2024, we refinanced the Standard Bank Term Loan Facility and the Standard Bank Revolving Credit Facility as is
discussed below under "RMB Term Loan Facility and RMB Revolving Credit Facility".
RMB Term Loan Facility and RMB Revolving Credit Facility
On August 16, 2024, Tronox Minerals Sands Proprietary Limited and Tronox KZN Sands Proprietary Limited, wholly-
owned subsidiaries of the Company, entered into Amendment No. 2 (“the Amendment”) and restatement of a credit facility with
RMB, that supersedes and replaces the Standard Bank Term Loan Facility and the Standard Bank Revolving Credit Facility in
their entirety. The amended credit facility provides the Company with (a) a new five-year term loan facility in an aggregate
principal amount of R1.1 billion (approximately $58 million at the December 31, 2024 exchange rate) (the "RMB Term Loan
Facility") and (b) a new three-year revolving credit facility (the "RMB Revolving Credit Facility") providing an increase of the
revolving commitments of R1.2 billion (approximately $63 million at the December 31, 2024 exchange rate). The maturity date
on the RMB Term Loan Facility and the RMB Revolving Credit Facility is August 16, 2029 and August 16, 2027, respectively.
Mandatory capital repayments of R37.5 million (approximately $2 million at the December 31, 2024 exchange rate) are scheduled
quarterly with the first mandatory repayment starting in March 31, 2025.
Both the RMB Term Loan Facility and RMB Revolving Credit Facility shall bear interest at an adjusted JIBAR rate plus an
applicable margin. The applicable margin on the RMB Term Loan Facility is 2.35%. The applicable margin on the RMB
Revolving Credit Facility is based upon average credit utilization during any interest period. If the revolving credit facility
utilization is less than 33%, less than 66% but greater than 33%, or greater than 66%, the applicable margin is 1.95%, 2.10%, and
2.25%, respectively. The RMB Revolving Credit Facility requires the borrower to pay customary agency fees.
As of December 31, 2024, we drewdown 400 million ZAR (approximately $21 million at the December 31, 2024 exchange
rate) on the RMB Revolving Credit Facility for general corporate purposes, which is recorded in "Short-term debt" on the
Consolidated Balance Sheet.
As of February 17, 2025, the outstanding principal balance on the RMB Revolving Credit Facility was 600 million ZAR
(approximately $32 million at the December 31, 2024 exchange rate).
Australian Government Loan
We maintain an interest-free loan with the Australian government (“Australian Government Loan”) that is subject to renewal
every 5 years and is contingent on renewal of our Australind site leases with final maturity in December 2036. The loan balance
due upon maturity is AUD 6 million (approximately $4 million at the December 31, 2024 exchange rate). At December 31, 2024,
the discounted value on the Australian Government Loan was approximately AUD 2 million (approximately $1 million at the
December 31, 2024 exchange rate).
MGT Loan
98
On December 17, 2020, we completed our agreement with Cristal to acquire certain assets co-located at our Yanbu facility
which produce metal grade TiCl4 (“MGT”) in exchange for a $36 million note payable. Repayment of the note payable is based
on a fixed U.S. dollar per metric ton quantity of MGT delivered by us to Advanced Metal Industries Cluster and Toho Titanium
Metal Co. Ltd (ATTM) over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT
from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement
with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate
maturity to be between approximately five to six years, subject to actual future MGT production levels. The interest rate is based
on the Saudi Arabian Interbank Offered Rate (“SAIBOR”) plus a premium. As of December 31, 2024, the outstanding balance of
the note payable was $19 million, of which $7 million is expected to be paid within the next twelve months (recorded within
"Long-term debt due within one year" on our Consolidated Balance Sheet). Refer to Note 22 for further information on the MGT
transaction.
Short-term Debt
Cash Flow Revolver
For a description of the Cash Flow Revolver, see details above under "Term Loan Facility and Cash Flow Revolver".
New Cash Flow Revolver
On August 15, 2024, the Borrower (as defined above), together with the Company and certain of the Company's subsidiaries,
entered into Amendment No. 5 to the Credit Agreement (as defined above) with the revolving lenders party thereto and HSBC
Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 5 provides for a $350 million
replacement revolving loan facility (the "New Cash Flow Revolver") which refinanced and replaced the Borrower's existing
$350 million revolving loan facility (the "Cash Flow Revolver").
The obligations of the Borrower under the New Cash Flow Revolver are guaranteed and secured by the same guarantees and
liens under the Credit Agreement prior to the effective date of Amendment No. 5. The New Cash Flow Revolver is a separate
class of loans under the Credit Agreement.
The maturity date of the New Cash Flow Revolver will occur on the earlier of (a) August 15, 2029 and (b) the Springing
Maturity Date. The Springing Maturity Date is defined under the Credit Agreement as the earlier of the date that is 91 days prior
to (i) the scheduled maturity date of the Borrower's 2028 term loans if on such date the outstanding amount of 2028 term loans is
greater than $200 million, (ii) the scheduled maturity date of the Borrower's 2029 term loans if on such date the outstanding
amount of 2029 term loans is greater than $200 million, (iii) the stated maturity date of the Senior Unsecured 2029 if on such date
the aggregate outstanding principal amount of the Senior Unsecured 2029 Notes is greater than $200 million, and (iv) the stated
maturity date of certain debt-for-borrowed money (excluding debt issued under the Borrower's inside maturity date basket and
certain other debt baskets under the Credit Agreement) incurred after the date of Amendment No. 5 if on such date the aggregate
outstanding principal amount of such debt-for-borrowed money is greater than $200 million.
The New Cash Flow Revolver shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each
case plus an applicable margin. The applicable margin in respect of the New Cash Flow Revolver shall be determined based on
the Borrower's first lien net leverage ratio as of the then most recently ended fiscal quarter and shall range from 1.25% to 0.75%
per annum for base rate loans or 2.25% to 1.75% per annum for SOFR rate loans. As of December 31, 2024, the applicable
margin on the New Cash Flow Revolver was 2.25%.
The New Cash Flow Revolver contains substantially the same negative covenants applicable to the existing Cash Flow
Revolver, which covenants, subject to certain limitations, thresholds and exceptions, limit the Company and its restricted
subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay dividends and make subsidiary and certain other
distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material
documents (including organizational documents). The New Cash Flow Revolver contains the same springing financial covenant
that was applicable to the existing Cash Flow Revolver. The New Cash Flow Revolver also contains substantially the same
representations and warranties, affirmative covenants and events of default applicable to the existing Cash Flow Revolver. If an
event of default occurs under the New Cash Flow Revolver, then a majority of the lenders acting through the administrative agent,
may (a) declare the New Term Loans (and all other loans) to be immediately due and payable and/or (b) foreclose on the
collateral securing the obligations under the Credit Agreement.
As a result of this transaction, we recorded less than $1 million in "Loss on extinguishment of debt" on the Consolidated
Statement of Operations for the year ended December 31, 2024. As of December 31, 2024, we drewdown $33 million on the new
Cash Flow Revolver, which is recorded in "Short-term debt" on the Consolidated Balance Sheet. Debt issuance costs associated
with the new Cash Flow Revolver of $2 million were included in “Other long-term assets” in the Consolidated Balance Sheets at
December 31, 2024, and were amortized over the life of the new Cash Flow Revolver. The average effective interest rate on the
new Cash Flow Revolver was 6.6% for the year ended December 31, 2024.
99
As of February 17, 2025, the total outstanding principal balance on the new Cash Flow Revolver was $11 million.
Additionally, there is $12 million of issued and undrawn letters of credit under the new Cash Flow Revolver as of
December 31, 2024. Additionally, the undrawn letter of credit that was issued as a bi-lateral, stand-alone arrangement in
connection with the sale of the Hawkins Point Plant (as discussed above under "Term Loan Facility and Cash Flow Revolver")
had an outstanding balance of $47 million as of December 31, 2024.
Standard Bank Revolving Credit Facility
For a description of the Standard Bank Revolving Credit Facility, see details above under "Standard Bank Term Loan
Facility and Revolving Credit Facility".
RMB Revolving Credit Facility
For a description of the RMB Revolving Credit Facility, see details above under "RMB Term Loan Facility and RMB
Revolving Credit Facility".
Emirates Revolver
In June 2023, Tronox Pigment UK Limited, as borrower, and Tronox Holdings plc, as guarantor, entered into a new
revolving credit facility with Emirates NBD PJSC (“Emirates”) which replaced the existing revolving credit facility with
Emirates. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and matured in June
2024. In June 2024, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from June
2024 to December 2024. In December 2024, the Company entered into an amendment to extend the maturity date of the Emirates
Revolver from December 2024 to June 2025. The facility limit is 50 million Pound Sterling (approximately $63 million at the
December 31, 2024 exchange rate) and can be drawn in either Pound Sterling, Euro or US Dollar. Under the terms of the revolver,
for U.S. dollar borrowings, the interest rate is SOFR plus 1.75%, for Euro borrowings, the interest rate is Euribor plus 1.75% and
for Pound Sterling borrowings, the interest rate is SONIA plus 1.75%. During the year ended December 31, 2023, we drew down
35 million Pound Sterling (approximately $43 million) and fully repaid the outstanding amount as of December 31, 2023.
As of February 17, 2025, the total outstanding principal balance of the Emirates Revolver was 50 million Pound Sterling
(approximately $63 million at the December 31, 2024 exchange rate).
SABB Credit Facility
On October 16, 2019, our KSA subsidiary entered into a short-term working capital facility with the Saudi British Bank
(“SABB Facility”) for an amount up to SAR 70 million (approximately $19 million). The SABB Facility bears interest at the
Saudi Inter Bank Offered Rate plus 180 basis points on outstanding balances. In November 2023, the Company amended the
agreement which amongst other things, extended the maturity date of the SABB Credit Facility from November 30, 2023 to
November 30, 2024 and increased the facility limit to SAR 75 million (approximately $20 million at the December 31, 2024
exchange rate). During the year ended December 31, 2023, we drew down SAR 16 million (approximately $4 million at the
December 31, 2024 exchange rate) under the SABB Facility for general corporate purposes and fully repaid the outstanding
amount as of December 31, 2023. In December 2024, the Company amended the agreement to extend the maturity date of the
SABB Credit Facility to December 2025. The facility limit was reduced from SAR 75 million (approximately $20 million at the
December 31, 2024 exchange rate) to SAR 45 million (approximately $12 million at the December 31, 2024 exchange rate).
As of February 17, 2025, the total outstanding principal balance of the SABB Credit Facility was SAR 40 million
(approximately $11 million at the December 31, 2024 exchange rate).
Itaù Unibanco S.A. Credit Facility
In November 2022, our Brazilian subsidiary entered into a working capital facility with Itaù Unibanco S.A. in Brazil for an
amount up to 30 million BRL (approximately $5 million at the December 31, 2024 exchange rate). There is no maturity date
under this facility until written notice is given. The facility bears interest at the Bolsa do Brasil reference rate on outstanding
balances. There is no borrowings outstanding under this facility at December 31, 2024.
Insurance premium financing
100
In August 2022, the Company entered into a $21 million insurance premium financing agreement with a third-party
financing company. The balance was repaid in monthly installments over 10 months at a 5% fixed annual interest rate.
In August 2023, the Company entered into a $27 million insurance premium financing agreement with a third-party
financing company. The financing balance required a 33% down payment and was repaid in monthly installments over 9 months
at an 8% fixed annual interest rate.
In August 2024, the Company entered into a $29 million insurance premium financing agreement with a third-party
financing company. The financing balance required a 37% down payment and will be repaid in monthly installments over 9
months at an 8.6% fixed annual interest rate.
At both December 31, 2024 and 2023, the financing balance of these arrangements was $11 million and is recorded in
"Short-term debt" in the Consolidated Balance Sheet.
Debt Covenants
At December 31, 2024, we are in compliance with all financial covenants in our debt facilities.
Interest and Debt Expense, Net
Interest and debt expense, net in the Consolidated Statements of Operations consisted of the following:
Year Ended December 31,
2024
2023
2022
Interest on debt
$
168 $
157 $
132
Amortization of deferred debt issuance costs and discounts on debt
10
9
8
Capitalized interest
(21)
(17)
(17)
Interest on capital leases and letters of credit and commitments
10
9
2
Total interest and debt expense, net
$
167 $
158 $
125
In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective
maturity dates on a straight-line basis for all of our debt facilities. At December 31, 2024 and December 31, 2023, we had
deferred debt issuance costs of $2 million and $1 million, respectively, related to the new Cash Flow Revolver and Cash Flow
Revolver, respectively, which is recorded in “Other long-term assets” in the Consolidated Balance Sheets. At December 31, 2024
and December 31, 2023, we had debt discounts of $13 million and $10 million, respectively, and debt issuance costs of $32
million and $30 million, respectively, primarily related to our term loans and senior notes, which were recorded as a direct
reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets.
14.
Derivative Financial Instruments
Derivatives recorded on the Consolidated Balance Sheet:
The following table is a summary of the fair value of derivatives outstanding at December 31, 2024 and 2023:
Fair Value
December 31, 2024
December 31, 2023
Assets(a)
Accrued
Liabilities
Assets(a)
Accrued
Liabilities
Derivatives Designated as Cash Flow Hedges
Currency Contracts
$
— $
13 $
— $
—
Interest Rate Swaps
$
33 $
— $
18 $
—
Natural Gas Hedges
$
— $
— $
— $
1
Total Hedges
$
33 $
13 $
18 $
1
Derivatives Not Designated as Cash Flow Hedges
Currency Contracts
$
1 $
5 $
1 $
1
Total Derivatives
$
34 $
18 $
19 $
2
101
(a) At December 31, 2024 and 2023, current assets of $34 million and $19 million, respectively, are recorded in prepaid and other current assets on the
Consolidated Balance Sheet.
Derivatives' Impact on the Consolidated Statements of Operations
The following table summarizes the impact of the Company's derivatives on the Consolidated Statements of Operations:
Amount of Pre-Tax Gain (Loss) Recognized in Earnings
Revenue
Cost of
Goods
Sold
Other
Income
(Expense)
, net
Revenue
Cost of
Goods
Sold
Other
Income
(Expense)
, net
Revenue
Cost of
Goods
Sold
Other
Income
(Expense)
, net
Year Ended December 31, 2024
Year Ended December 31, 2023
Year Ended December 31, 2022
Derivatives Not Designated as Hedging Instruments
Currency
Contracts
$
— $
— $
(11) $
— $
— $
3 $
— $
— $
1
Derivatives Designated as Hedging Instruments
Currency
Contracts
$
3 $
— $
— $
— $
(4) $
— $
4 $
13 $
—
Natural Gas
Hedges
$
— $
(2) $
— $
— $
(5) $
— $
— $
5 $
—
Total
Derivatives $
3 $
(2) $
(11) $
— $
(9) $
3 $
4 $
18 $
1
Interest Rate Risk
During the second quarter of 2019, we entered into interest-rate swap agreements with an aggregate notional value of
$750 million representing a portion of our Term Loan Facility, which effectively converted the variable rate to a fixed rate for that
portion of the loan. The agreements were to expire in September 2024.
On March 27, 2023, the Company entered into amendments to two of our existing interest rate swap agreements with the
counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts
which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At
the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore,
the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense
through September 22, 2024, the original maturity of the interest rate swap agreements.
We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks
with no change to the aggregate notional value. The forward starting swaps became effective in June 2023 and will mature in
March 2028 which is aligned with the maturity date of the Term Loan Facility. Indexing forward starting swaps to SOFR also
ensured that the reference rates in our hedge instruments are now aligned with the interest rate terms of the Term Loan Facility
which also changed from LIBOR to SOFR in June 2023 in anticipation of Reference Rate Reform and pursuant to the loan
agreement. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate Reform on Financial
Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable of occurring despite
reference rate changes and 2) the assumption that the index of the future hedged transactions will match the index of the
corresponding hedge instruments for the assessment of effectiveness.
Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value
which matures in March 2028 and effectively converted the variable rate to a fixed rate for that portion of the 2022 Term Loan
Facility.
On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million
notional of the three original interest rate swap contracts of $750 million aggregate notional value. As a result of this amendment,
the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in anticipation of the
Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as described above. This
amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024.
We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be
highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.
102
As a result of the 2024 Amendment (discussed in Note 13), the Company noted that the hedged transaction associated with
the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the
2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion
of the 2024 Term Loan Facility. There were no amendments to the terms of the $200 million interest rate swap, including the
notional value, index rate, or expiration date as a result of the 2024 Amendment. However, given the change in the hedged
transaction, we completed a hedge effectiveness test and determined that this hedge instrument continues to be highly effective at
achieving offsetting cash flows related to the hedged transaction, enabling us to continue to apply hedge accounting over the
remaining term of this hedge relationship.
In line with the original maturity date, one of the interest rate swap agreements (notional value of $250 million) expired in
September 2024. As a result of this, on September 26, 2024, the Company entered into two new interest-rate swap agreements for
a notional of $125 million each with two counterparty banks, for an aggregate notional of $250 million. These new agreements
are effective as of September 30, 2024 and will mature on September 30, 2031, in line with the maturity date of the 2024-B Term
Loan Facility following Amendment No.6 (discussed in Note 13). The Company has designated these two new hedges as cash
flow hedges with the objective of ensuring that the Company continues to achieve the offsetting effect to the interest rate volatility
associated with the $250 million portion of the 2024-B Term Loan Facility.
Additionally, on September 26, 2024, the counterparty bank associated with one of the existing interest rate swap contracts
(notional value of $250 million) novated its rights and obligations in the interest rate swap contracts to a new counterparty. No
other terms and conditions of the interest rate swap contract were impacted by this transaction. We also determined that it is
probable the new counterparty will perform its obligations under the interest rate swap agreements. However, following the
novation, the Company terminated the existing interest rate swap agreement and simultaneously entered into a new interest rate
swap agreement with the new counterparty bank with an effective date of September 30, 2024 and expiring on September 30,
2031 (in line with the maturity date of the 2024-B Term Loan Facility). At the time of this change, the Company determined that
the interest payments hedged are still probable to occur, therefore, the gains accumulated of $3 million on the previous interest
rate swap are being amortized into interest expense through March 11, 2028, the original maturity of the previous term loan
agreement. As a result of this transaction, we completed a hedge effectiveness test and determined that this hedge instrument is
highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to apply hedge accounting over
the term of the new hedge relationship.
As of December 31, 2024, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing
in March 2028 and $500 million maturing in September 2031) with the objective in using the interest-rate swap agreements to add
stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have
been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the
Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair
value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently
reclassified into interest expense in the same periods during which the hedged transactions affect earnings.
For the year ended December 31, 2024, 2023 and 2022, the amounts recorded in interest expense related to the interest-rate
swap agreements were $26 million, $26 million and $4 million, respectively. At December 31, 2024 and December 31, 2023, the
net unrealized gain was $26 million and the unrealized gain was $18 million, respectively, and was recorded in "Accumulated
other comprehensive loss" on the Consolidated Balance Sheet.
Foreign Currency Risk
From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales
for our South African subsidiaries. From time to time, we enter into foreign currency contracts used to hedge forecasted non-
functional currency cost of goods sold and forecasted non-functional currency selling, general and administrative expenses
("SG&A expenses") for our Australian subsidiaries. These foreign currency contracts are designated as cash flow hedges.
Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income,
if these contracts remain highly effective, and are recognized in net sales, costs of goods sold or SG&A expenses in the period in
which the forecasted transaction affects earnings or are recognized in other income (expense), net when the transactions are no
longer probable of occurring.
As of December 31, 2024, we had 516 million Australian dollars (or approximately $319 million at the December 31, 2024
exchange rate) and 26 million Australian dollars (or approximately $16 million at the December 31, 2024 exchange rate)
outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales and SG&A expenses, respectively, to
fluctuations in currency rates, and we had no outstanding amounts to reduce the exposure of our South African subsidiaries' third
103
party sales to fluctuations in currency rates. At December 31, 2024, there was a net loss of $14 million ($13 million unrealized
and less than $1 million realized) recorded in "Accumulated other comprehensive loss" on the Consolidated Balance Sheet, of
which $8 million is expected to be fully recognized in earnings during the year ended December 31, 2025.
From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound
Sterling and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’
functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the
exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value
associated with these contracts is recorded in “Other income (expense), net” within the Consolidated Statements 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, 2024, there was (i) 1.4 billion South African Rand (or approximately $73 million at
the December 31, 2024 exchange rate), (ii) 113 million Australian dollars (or approximately $70 million at the December 31,
2024 exchange rate), (iii) 34 million Pound Sterling (or approximately $42 million at the December 31, 2024 exchange rate, (iv)
91 million Euro (or approximately $94 million at the December 31, 2024 exchange rate) and (v) 71 million Saudi Riyal (or
approximately $19 million at the December 31, 2024 exchange rate) of notional amount of outstanding foreign currency contracts.
15. Fair Value Measurement
For financial instruments that are subsequently measured at fair value, the fair value measurement is grouped into levels. See
Note 2.
Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at
both December 31, 2024 and December 31, 2023:
December 31,
2024
December 31,
2023
Asset
Liability
Asset
Liability
Term Loan Facility
$
— $
— $
— $
903
2022 Term Loan Facility
—
—
—
394
2023 Term Loan Facility
—
—
—
351
2024 Term Loan Facility
—
744
—
—
2024-B Term Loan Facility
—
904
—
—
Standard Bank Term Loan Facility
—
—
—
64
RMB Term Loan Facility
—
58
—
—
Senior Notes due 2029
—
966
—
956
Australian Government Loan
—
1
—
1
MGT Loan
—
19
—
25
Interest rate swaps
33
—
18
—
Natural gas hedges
—
—
—
1
Foreign currency contracts
1
18
1
1
We determined the fair value of the Term Loan Facility, the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024
Term Loan Facility, the 2024-B Term Loan Facility and the Senior Notes due 2029 using quoted market prices, which under the
fair value hierarchy is a Level 1 input. We determined the fair value of the Standard Bank Term Loan Facility and the RMB Term
Loan Facility utilizing transactions in the listed markets for similar liabilities, which under the fair value hierarchy is a Level 2
input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2
input.
We determined the fair value of the foreign currency contracts, natural gas hedges, and the interest rate swaps using inputs
other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign
currency contracts, natural gas hedges, and interest rate swaps is a Level 2 input.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair
value due to the short-term nature of these items.
16.
Leases
Lease expense for the year ended December 31, 2024, 2023 and 2022 was comprised of the following:
104
Year Ended December 31,
2024
2023
2022
Operating lease expense
$
39 $
37 $
39
Finance lease expense:
Amortization of right-of-use assets
6
6 $
4
Interest on lease liabilities
5
5 $
4
Short term lease expense
41
36 $
35
Variable lease expense
8
5 $
14
Total lease expense
$
99 $
89 $
96
The table below summarizes lease expense for the year ended December 31, 2024, 2023 and 2022 recorded in the specific
line items, which are subsequently recorded in our Consolidated Statements of Operations:
Year Ended December 31,
2024
2023
2022
Cost of goods sold
$
91 $
82 $
88
Selling, general and administrative expenses
3
2
4
Interest expense
5
5
4
Total
$
99 $
89 $
96
The weighted-average remaining lease term in years and weighted-average discount rates at December 31, 2024 and 2023
were as follows:
December 31, 2024
December 31, 2023
Weighted-average remaining lease term:
Operating leases
11.3
11.1
Finance leases
6.95
8.0
Weighted-average discount rate:
Operating leases
11.5 %
12.1 %
Finance leases
12.0 %
12.1 %
The maturity analysis for operating leases and finance leases at December 31, 2024 were as follows:
Operating Leases
Finance Leases
2025
35
10
2026
24
9
2027
18
8
2028
17
8
2029
16
8
Thereafter
125
21
Total lease payments
235
64
Less: imputed interest
(104)
(22)
Present value of lease payments
$
131 $
42
105
Additional information relating to cash flows and ROU assets for the year ended December 31, 2024, 2023 and 2022 is as
follows:
December 31, 2024
December 31, 2023
December 31, 2022
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows used for operating leases
$
38 $
40 $
39
Operating cash flows used for finance leases
$
5 $
5 $
4
Financing cash flows used for finance leases
$
5 $
5 $
3
Additional information relating to ROU assets for the year ended December 31, 2024 and 2023 is as follows:
Year Ended December 31,
2024
2023
ROU assets obtained in exchange for lease obligations:
Operating leases obtained in the normal course of business
$
32
$
21
Finance leases obtained in the normal course of business
$
4
$
3
As of December 31, 2024, we have additional operating and finance leases, primarily for equipment and machinery, that have not
yet commenced. The related ROU assets of the operating and finance leases are approximately $32 million and $7 million,
respectively. These leases will commence in 2025 and in 2026 with lease terms of between approximately 10 and 15 years.
17. Asset Retirement Obligations
Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning
costs, and closure and post-closure costs. Activity related to asset retirement obligations was as follows:
Year Ended December 31,
2024
2023
Balance, January 1
$
186 $
161
Additions
9
11
Accretion expense
20
15
Remeasurement/translation
(16)
1
Changes in estimates, including cost and timing of cash flows
—
7
Settlements/payments
(13)
(9)
Other acquisition and divestiture related
—
—
Balance, December 31
$
186 $
186
December 31,
2024
2023
Asset retirement obligations were classified as follows:
Current portion included in “Accrued liabilities”
$
14 $
14
Noncurrent portion included in “Asset retirement obligations”
172
172
Asset retirement obligations
$
186 $
186
We used the following assumptions in determining asset retirement obligations at December 31, 2024: inflation rates between
1.6% - 4.3% per year; credit adjusted risk-free interest rates between 5.2% -20.1%; the life of mines from less than 1 to 22 years
and the useful life of assets between 4-43 years.
Environmental Rehabilitation Scheme
In accordance with applicable regulations, we established an environmental rehabilitation scheme for the prospecting and
mining operations in South Africa, which receives, holds, and invests funds for the rehabilitation or management of asset
retirement obligations. At December 31, 2024 and 2023, the total value of the assets held in the environmental rehabilitation
106
scheme were $16 million and $15 million, respectively, which were recorded in “Other long-term assets” in the Consolidated
Balance Sheets.
18. Commitments and Contingencies
Purchase and Capital Commitments—At December 31, 2024, purchase commitments were $395 million for 2025, $212
million for 2026, $187 million for 2027, $313 million for 2028, $159 million for 2029, and $2,165 million thereafter.
Letters of Credit—At December 31, 2024, we had outstanding letters of credit and bank guarantees of $131 million, of which
$59 million were letters of credit (inclusive of $47 million related to the sale of Hawkins Point as discussed below) and $72
million were bank guarantees. Amounts for performance bonds were not material.
Environmental Matters— It is our policy to record appropriate liabilities for environmental matters when remedial efforts
are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future
costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or
as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws,
regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to
individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in
excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash
expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup
projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters are the
following:
Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in
an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore,
Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point
Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to
the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to
the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat,
control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of
the Environment ("MPE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of
dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to
make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to
remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statements of
Operations. As of December 31, 2024, we have a provision of $41 million included in "Environmental liabilities" in our
Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above.
Other Matters— We are subject to a number of other lawsuits, investigations and disputes (some of which involve
substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions,
prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and
environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and
reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential
ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the
assistance of outside legal counsel and, if applicable, other experts. Included in these other matters is the following:
107
UK Health and Safety Matter. In February 2024, we received a summons from the UK Health and Safety Executive alleging
non-compliance with UK health and safety legislation at the Stallingborough pigment plant resulting from an incident involving
an employee in August 2022. The sentencing hearing to determine monetary penalties occurred in September 2024. At such
hearing, the judge imposed a monetary penalty in the amount of £292,425, inclusive of costs. We do not believe this matter will
have a material adverse effect on our business, financial condition and results of operations.
Venator Materials plc v. Tronox Limited. In May 2019, Venator Materials plc (“Venator”) filed an action in the Superior
Court of the State of Delaware alleging among other things that we owed Venator a $75 million “Break Fee” pursuant to the terms
of a preliminary agreement dated July 14, 2018 (the “Exclusivity Agreement”). The Exclusivity Agreement required, among other
things, Tronox and Venator to use their respective best efforts to negotiate a definitive agreement to sell the entirety of the
National Titanium Dioxide Company Limited’s (“Cristal’s”) North American operations to Venator if a divestiture of all or a
substantial part of these operations were required to secure the approval of the Federal Trade Commission for us to complete our
acquisition of Cristal’s TiO2 business. In June 2019, we denied Venator's claims and counterclaimed against Venator seeking to
recover $400 million in damages from Venator that we suffered as a result of Venator’s breaches of the Exclusivity Agreement.
Specifically, we alleged, among other things, that Venator’s failure to use best efforts constituted a material breach of the
Exclusivity Agreement and directly resulted in and caused us to sell Cristal’s North American operations to an alternative buyer
for $701 million, $400 million less than the price Venator had agreed to in the Exclusivity Agreement. On April 6, 2022, the
Judge presiding over the case in the Superior Court of the State of Delaware delivered a directed verdict in favor of Venator
without allowing the jury to deliberate. The Company determined not to appeal the Judge's verdict, and as such, on April 18,
2022, the Company and Venator entered into a settlement agreement whereby the Company paid $85 million, inclusive of
interest, on April 25, 2022. As a result, we recorded the charge within "Venator settlement" on the Consolidated Statement of
Operations for the year ended December 31, 2022.
19. Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items
The tables below present changes in accumulated other comprehensive loss by component for 2024, 2023 and 2022.
Cumulative
Translation
Adjustment
Pension
Liability
Adjustment
Unrealized
Gains (losses)
on Derivatives
Total
Balance, January 1, 2022
$
(628) $
(100) $
(10) $
(738)
Other comprehensive income (loss)
(82)
5
53
(24)
Amounts reclassified from accumulated other comprehensive loss
—
17
(23)
(6)
Balance, December 31, 2022
(710)
(78)
20
(768)
Other comprehensive (loss) income
(19)
(14)
(15)
(48)
Amounts reclassified from accumulated other comprehensive loss
—
—
2
2
Balance, December 31, 2023
$
(729) $
(92) $
7 $
(814)
Other comprehensive (loss) income
(72)
7
3
(62)
Amounts reclassified from accumulated other comprehensive loss
—
1
(5)
(4)
Balance, December 31, 2024
$
(801) $
(84) $
5 $
(880)
Repurchase of Common Stock
On November 9, 2021, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's
stock through February 2024. During the year ended December 31, 2024, we made no repurchases of the Company's stock. In
connection with the expiration in February 2024 of the Company's existing share repurchase program, on February 21, 2024, the
Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21,
2027.
20. Share-based Compensation
108
Share-based compensation expense consisted of the following:
Year Ended December 31,
2024
2023
2022
Total share-based compensation expense from restricted share units
$
21 $
21 $
26
The stock compensation expense for the year ended December 31, 2023 is inclusive of a $4 million reduction of expense due
to the 2021 performance grants.
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan
On March 27, 2019, Tronox Holdings plc assumed the management equity incentive plan previously adopted by Tronox
Limited, which plan was renamed the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan. The MEIP
permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted
shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the
compensation committee of the Board of Directors (the “Board”) in its discretion deems appropriate, including any combination
of the above. The maximum number of shares which were initially subjected to awards (inclusive of incentive options) was
20,781,225 ordinary shares and was increased by 8,000,000 on the affirmative vote of our shareholders on June 24, 2020, and
further increased by 3,200,000 on the affirmative vote of our shareholders on May 8, 2024.
Restricted Share Units (“RSUs”)
On an annual basis, the Company grants RSUs which have time and/or performance conditions. Both the time-based awards
and the performance-based awards are classified as equity awards.
2024 Grants- The Company granted both time-based and performance-based awards to certain members of management. A
total of 819,048 of time-based awards were granted to management which will vest ratably over a three-year period ending March
5, 2027. A total of 75,748 of time-based awards were granted to non-employee members of the Board which will vest in May
2025. A total of 819,054 of performance-based awards were granted, of which 409,527 of the awards vest based on a relative
Total Shareholder Return ("TSR") calculation and 409,527 of the awards vest based on certain performance metrics of the
Company. The non-TSR performance-based awards vest on March 5, 2027 based on the actual 2026 annual return on invested
capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the
Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market
condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $21.70.
Similar TSR awards were granted during 2023 and 2022 with a grant date fair values of $22.42 and $34.41 which was
calculated utilizing a Monte Carlo simulation. The following weighted-average assumptions were utilized to value the grants in
2024, 2023 and 2022:
2024
2023
2022
Dividend yield
— %
N/A
3.22 %
Expected historical volatility
47.9 %
67.1 %
68.0 %
Risk free interest rate
4.46 %
4.47 %
3.06 %
Expected life (in years)
3
3
3
The following table presents a summary of activity for RSUs for 2024:
Number
of Shares
Weighted
Average
Grant Date
Fair Value
Outstanding, January 1, 2024
3,318,344 $
20.22
Granted
1,713,850
16.69
Vested
(1,185,122)
19.18
Forfeited
(378,298)
21.39
Outstanding, December 31, 2024
3,468,774 $
18.70
Expected to vest, December 31, 2024
1,940,745 $
17.53
109
At December 31, 2024, there was $26 million of unrecognized compensation expense related to nonvested RSUs, adjusted
for estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.8 years. The weighted-average
grant-date fair value of RSUs granted during 2024, 2023 and 2022 was $16.69 per unit, $16.33 per unit, and $19.47 per unit,
respectively. The total fair value of RSUs that vested during 2024, 2023 and 2022 was $23 million, $27 million and $44 million,
respectively.
Options
We did not issue any options during 2024, 2023 and 2022 and all our options outstanding were fully vested and expired as of
December 31, 2024. The following table presents a summary of option activity for 2024:
Number of
Options
Weighted
Average
Exercise Price
Weighted
Average
Contractual
Life (years)
Intrinsic
Value
Outstanding, January 1, 2024
217,643 $
22.13
0.13
$
—
Exercised
—
—
Forfeited
—
—
Expired
(217,643)
22.13
Outstanding and Exercisable, December 31, 2024
— $
—
0
$
—
The aggregate intrinsic values in the table represent the total pre-tax intrinsic value (the difference between our share price at
the indicated dates and the options’ exercise price, multiplied by the number of in-the-money options) that would have been
received by the option holders had all option holders exercised their in-the-money options at the end of the year. The amount will
change based on the fair market value of our stock. During 2022, there were 13,881 options exercised with a total intrinsic value
of less than $1 million. We issue new shares upon the exercise of options. During 2022, we received less than $1 million in cash
for the exercise of stock options. There were no options exercised during 2024 or 2023 and consequently, there was no related
intrinsic value. At December 31, 2024, 2023 and 2022, there was no unrecognized compensation expense related to options.
21. Pension and Other Postretirement Healthcare Benefits
The following provides information regarding our U.S. and foreign plans:
U.S. Plans
Pension and Postretirement Healthcare Plans— Tronox has one main U.S. defined benefit plan: the U.S. Qualified Plan. The
U.S. Qualified Plan is a funded noncontributory qualified benefit plan which is in accordance with the Employee Retirement
Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code. We made contributions into funds managed by a third
party, and those funds are held exclusively for the benefit of the plan participants. Benefits under the U.S. Qualified Plan were
generally calculated based on years of service and final average pay. The U.S. Qualified Plan was frozen and closed to new
participants on June 1, 2009. In October 2022, the Company entered into an irrevocable arrangement with an insurance provider
to settle certain lower dollar valued accounts within its frozen U.S Qualified Plan to reduce PBGC premiums. As a result of this
arrangement, the Company recorded a non-cash pension settlement charge of approximately $20 million during the fourth quarter
of 2022. We also maintain one postretirement healthcare plan - the U.S. retiree welfare plan.
International Plans
Pension Plans — Tronox has international defined benefit commitments primarily in the United Kingdom ("U.K. DB
Scheme") and Saudi Arabia. The U.K. DB Scheme is a funded qualified defined benefit plan in the United Kingdom, which is
frozen with no additional benefits accruing to the participants. Benefits under the U.K. DB Scheme are generally calculated based
on years of credit service and final compensation when benefits ceased to accrue as defined under the plan provisions. We also
maintain a Saudi Arabia Cristal End of Service Benefit plan which provides end of service benefits to qualifying participants.
End of service benefits are based on years of service and the reasons for which a participant's services to the Company are
terminated.
Multiemployer Pension Plan - In prior periods, we maintained a defined benefit plan in the Netherlands (the “Netherlands
Plan”) to provide defined pension benefits to qualifying employees of Tronox Pigments (Holland) B.V. and its related companies.
During 2014, the Netherlands Plan was replaced with a multiemployer plan, the Netherlands Contribution Plan (the "CDC Plan")
effective January 1, 2015. Under the CDC Plan, employees earn benefits based on their pensionable salaries each year determined
using a career average benefit formula. The collective bargaining agreement between us and the participants require us to
contribute 20.4% of the participants’ pensionable salaries into a pooled fund administered by the industry-wide PGB. The
pensionable salary is the annual income of employees subject to a cap, which is adjusted each year to reflect the current
110
requirements of the Netherlands’ Wages and Salaries Tax Act of 1964. Our obligation under this plan is limited to the fixed
percentage contribution we make each year. The employees are entitled to any returns generated from the investment activities of
the fund.
The following table outlines the details of our participation in the CDC Plan for the year ended December 31, 2024. The CDC
disclosures provided herein are based on the fund’s 2023 annual report, which is the most recently available public information.
Based on the total plan assets and accumulated benefit obligation information in the plan’s annual report, the zone status was
green as of December 31, 2023. A green zone status indicates that the plan was at least 80 percent funded. The “FIP/RP Status
Pending/Implemented” column indicates whether a financial improvement plan (FIP) or a rehabilitation plan (RP) is either
pending or has been implemented. As of December 31, 2024, we are not aware of any financial improvement or rehabilitation
plan being implemented or pending. The last column lists the expiration date of the collective-bargaining agreement to which the
plan is subject.
Pension Protection Act
Zone Status
Tronox Contributions
Pension
Fund
EIN/Pension
Plan
Number
2024
2023
FIP/RP
Pending/
Implemented
2024
2023
Surcharge
Imposed
Expiration
date of
Collective-
Bargaining
Agreement
PGB
NA
N/A
Green
No
$
5 $
5
No
12/31/2024*
*-A new collective bargaining agreement has been preliminarily negotiated with the new term expected to be for another five years.
On the basis of the information available in the CDC Plan 2023 annual report, our contribution does not constitute more than
5 percent of the total contribution to the plan by all participants. During 2024, the fund did not impose any surcharge on us.
Postretirement Healthcare Plans — We also maintain postretirement healthcare plans in South Africa (the "South African
Plan") and Brazil (the "Brazil Medical Plan"). The South African Plan provides medical and dental benefits to certain South
African employees, retired employees and their registered dependents. The South African Plan provides benefits as follows: (i)
members employed before March 1, 1994 receive 100% post-retirement and death-in-service benefits; (ii) members employed on
or after March 1, 1994 but before January 1, 2002 receive 2% per year of completed service subject to a maximum of 50% post-
retirement and death-in-service benefits; and, (iii) members employed on or after January 1, 2002 receive no post-retirement and
death-in-service benefits. The Brazil Medical Plan provides post-employment medical benefits to employees who contributed to
the medical plan while employed. Retirees receiving a benefit under the plan are required to pay a contribution that varies based
on the coverage level elected.
Pension and Postretirement Benefit Costs / Obligations
Benefit Obligations and Funded Status — The following provides a reconciliation of beginning and ending benefit
obligations, beginning and ending plan assets, funded status, and balance sheet classification of our U.S. and international pension
plans and other post-retirement benefit plans ("OPEB") as of and for the years ended December 31, 2024 and 2023. The benefit
obligations and plan assets associated with our principal benefit plans are measured on December 31.
111
US
International
US
International
US
International
US
International
Change in benefit obligations:
Benefit obligation, beginning of year
$
199 $
163 $
199 $
154 $
1 $
24 $
1 $
17
Service cost
—
3
—
3
—
1
—
1
Interest cost
10
7
11
7
—
3
—
2
Net actuarial (gains) losses
(8)
(13)
13
5
—
(6)
—
6
Curtailments
—
—
—
—
—
—
—
(1)
Foreign currency rate changes
—
(2)
—
5
—
(3)
—
—
Benefits paid
(16)
(11)
(24)
(11)
—
(1)
—
(1)
Benefit obligation, end of year (1)
185
147
199
163
1
18
1
24
Change in plan assets:
Fair value of plan assets, beginning
of year
176
109
180
106
—
—
—
—
Actual return on plan assets
11
(9)
20
3
—
—
—
—
Employer contributions
—
5
—
5
—
1
—
1
Benefits paid
(16)
(11)
(24)
(11)
—
(1)
—
(1)
Foreign currency rate changes
—
(2)
—
6
—
—
—
—
Fair value of plan assets, end of year
171
92
176
109
—
—
—
—
Net underfunded status of plans
$
(14) $
(55) $
(23) $
(54) $
(1) $
(18) $
(1) $
(24)
Classification of amounts recognized in the Consolidated Balance Sheets:
Other long-term assets
$
— $
6 $
— $
10 $
— $
— $
— $
—
Accrued liabilities
—
(8)
—
(7)
—
(1)
—
(1)
Pension and postretirement
healthcare benefits
(14)
(53)
(23)
(57)
(1)
(17)
(1)
(23)
Total liabilities
(14)
(61)
(23)
(64)
(1)
(18)
(1)
(24)
Accumulated other comprehensive
loss (income)
57
11
64
11
—
—
—
8
Total
$
43 $
(44) $
41 $
(43) $
(1) $
(18) $
(1) $
(16)
Pensions
Other Post Retirement Benefit Plans
December 31
December 31
2024
2023
2024
2023
________________
(1) Since the benefits under the U.S Qualified Plan and the U.K. DB Scheme are frozen, the projected benefit obligation and accumulated benefit obligation are
the same.
Contributions
At a minimum, Tronox contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the
United States). Discretionary contributions in excess of the local minimum requirements are made based on many factors,
including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension
insurance costs and alternative uses of the cash. Changes to these factors can impact the timing of discretionary contributions
from year to year. Pension contributions for its US and international plans were approximately $6 million in 2024 and are
currently expected to be approximately $9 million in 2025.
The following table provides information for pension plans where the accumulated benefit obligation exceeds the fair value
of the plan assets:
112
Pensions
2024
US
International
Projected benefit obligation (PBO)
$
184 $
62
Accumulated benefit obligation (ABO)
$
184 $
41
Fair value of plan assets
$
171 $
—
Expected Benefit Payments — The following table shows the expected cash benefit payments for the next five years and in
the aggregate for the years 2029 through 2033:
2025
2026
2027
2028
2029
2030-2034
Pensions - US
$
19 $
19 $
18 $
17 $
17 $
71
Pensions - International
$
14 $
9 $
10 $
11 $
9 $
51
Other Post Retirement Benefit
Plans - US
$
— $
— $
— $
— $
— $
1
Other Post Retirement Benefit
Plans - International
$
1 $
1 $
1 $
1 $
1 $
9
Retirement and Postretirement Healthcare Expense — The table below presents the components of net periodic cost
associated with the U.S. and foreign plans recognized in the Consolidated Statements of Operations for 2024, 2023, and 2022:
Pensions
Other Postretirement Benefit Plans
Year Ended December 31,
Year Ended December 31,
2024
2023
2022
2024
2023
2022
Net periodic cost:
Service cost
$
4 $
3 $
5 $
1 $
1 $
—
Interest cost(1)
17
18
14
2
2
2
Expected return on plan assets(1)
(20)
(20)
(24)
—
—
—
Net amortization of actuarial
loss(1)
1
—
4
—
—
—
Settlement losses (gains)(1)
—
—
20
—
—
—
Curtailment (gains)(1)
—
—
—
—
—
—
Total net periodic cost
$
2 $
1 $
19 $
3 $
3 $
2
________________
(1)
Recorded in Other income (expense), net in the Consolidated Statements of Operations.
Assumptions —
113
The following weighted average assumptions were used to determine net periodic cost:
Pension
2024
2023
2022
US
International
US
International
US
International
Discount rate
5.42 %
4.45 %
5.70 %
4.70 %
2.97 %
1.91 %
Expected return on plan assets
7.50 %
5.00 %
7.50 %
4.00 %
6.80 %
2.50 %
OPEB
2024
2023
2022
US
International
US
International
US
International
Discount rate
5.95 %
11.2 %
5.62 %
10.59 %
2.83 %
10.29 %
Expected return on plan assets
N/A
N/A
N/A
N/A
N/A
N/A
The following weighted average assumptions were used in estimating the actuarial present value of benefit obligations:
Pensions
2024
2023
2022
US
International
US
International
US
International
Discount rate
5.76 %
5.30 %
5.42 %
4.45 %
5.70 %
4.70 %
Rate of compensation increase
N/A
4.75 %
N/A
4.76 %
N/A
4.72 %
OPEB
2024
2023
2022
US
International
US
International
US
International
Discount rate
5.95 %
11.53 %
5.95 %
10.50 %
5.62 %
11.10 %
Rate of compensation increase
N/A
N/A
N/A
N/A
N/A
N/A
For the U.S. Qualified Plan, at both December 31, 2024 and December 31, 2023, the mortality assumption was determined
using the Society of Actuaries' the generational projection scale (i.e. MP-2021) and base table (i.e. Pri-2012).
Expected Return on Plan Assets — In forming the assumption of the U.S. and international long-term rate of return on plan
assets, we considered the expected earnings on funds already invested, earnings on contributions expected to be received in the
current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for the Company's pension
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.
Discount Rate — The 2024 and 2023 rates were selected based on the results of a cash flow matching analysis, which
projected the expected cash flows of the plans using a yield curves model developed from a universe of Aa-graded U.S. currency
corporate bonds (obtained from Bloomberg) with BVAL scores of 6 or greater.
Plan Assets — The investments of the U.S. and International pension plans are managed to meet the future expected benefit
liabilities of the plan over the long term by investing in diversified portfolios consistent with prudent diversification and historical
and expected capital market returns. Tronox's U.S. and international pension plans’ weighted-average asset allocations at
December 31, 2024 and 2023, and the target asset allocation ranges, by major asset category, are as follows:
114
December 31,
2024
2023
US
International
US
International
Actual
Target
Actual
Target
Actual
Target
Actual
Target
Equity securities
48 %
48 %
— %
— %
49 %
50 %
— %
— %
Debt securities
48
48
38
38
47
47
38
38
Real estate
1
1
—
—
1
1
—
—
Other
3
3
62
62
3
2
62
62
Total
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
The fair values of pension investments as of December 31, 2024 are summarized below:
Fair Value Measurement at December 31, 2024 Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Asset category:
Equities securities:
Global equity securities
$
46
(1) $
—
$
—
$
46
Global commingled equity funds
36
(2)
—
—
36
Debt securities:
US government bonds
50
(3)
—
—
50
Foreign government bonds
17
(3)
—
—
17
US corporate bonds
—
31
(4)
—
31
Foreign corporate bonds
—
19
(4)
—
19
Real Estate:
Property/ real estate fund
—
1
(5)
—
1
Other:
Insurance contracts
—
—
53
(7)
53
Cash & cash equivalents
10
(6)
—
—
10
Total at fair value
$
159
$
51
$
53
$
263
________________
(1)
For global equity securities, this category is comprised of shares of common stock in both U.S. and international companies from a diverse set of industries
and size. Common stock is valuated at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity
securities are classified within level 1 of the fair value hierarchy.
(2)
Global commingled equity funds are comprised of managed funds that invest in common stock of both U.S. and international companies shares from a
diverse set of industries and size. Common stock are valued at the closing market price reported on a U.S. or international exchange where the security is
actively traded. These funds are classified within level 1 of the fair value hierarchy.
(3)
For US and foreign government bonds, this category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The fair
value of these investments are based on observable quoted prices on active exchanges, which are level 1 inputs.
(4)
For US corporate bonds and foreign corporate bonds, this category is comprised of corporate bonds of U.S. and foreign companies from a diverse set of
industries and size. The fair values for the U.S. and foreign corporate bonds are determined using quoted prices of similar securities in active markets and
observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.
(5)
For property / real estate funds, this category includes real estate properties, partnership equities and investments in operating companies. The fair value of
the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted
rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value of these
investments are classified as level 2 in the valuation hierarchy.
115
(6)
Cash and cash equivalents include cash and short-interest bearing investments with maturities of three months or less. Investments are valued at cost plus
accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.
(7)
For insurance contracts, the fair value is estimated as the cost of purchasing equivalent annuities on terms consistent with those currently available in the
market. The contracts are with highly rated insurance companies and are classified within level 3 of the valuation hierarchy. The following table
summarizes changes in fair value of the pension plan assets classified as level 3 for the year ended December 31, 2024:
Insurance Contracts
Balance, December 31, 2023
$
63
Actual return on plan assets
(4)
Purchases, sales, settlements
(5)
Transfers in/out of Level 3
—
Foreign currency translation
(1)
Balance, December 31, 2024
$
53
The fair values of pension investments as of December 31, 2023 are summarized below:
Fair Value Measurement at December 31, 2023, Using:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Asset category:
Equities securities:
Global equity securities
$
48 (1) $
—
$
—
$
48
Global commingled equity funds
38 (2)
—
—
38
Debt securities:
US government bonds
48 (3)
—
—
48
Foreign government bonds
22 (3)
—
—
22
US corporate bonds
—
34 (4)
—
34
Foreign corporate bonds
—
21 (4)
—
21
Real Estate:
Property/ real estate fund
—
1 (5)
—
1
Other:
Insurance contracts
—
—
63 (7)
63
Cash & cash equivalents
10 (6)
—
—
10
Total at fair value
$
166
$
56
$
63
$
285
________________
(1)
For global equity securities, this category is comprised of shares of common stock in both U.S. and international companies from a diverse set of industries
and size. Common stock is valuated at the closing market price reported on a U.S. or international exchange where the security is actively traded. Equity
securities are classified within level 1 of the fair value hierarchy.
(2)
Global commingled equity funds are comprised of managed funds that invest in common stock of both U.S. and international companies shares from a
diverse set of industries and size. Common stock are valued at the closing market price reported on a U.S. or international exchange where the security is
actively traded. These funds are classified within level 1 of the fair value hierarchy.
(3)
For US and foreign government bonds, this category includes U.S. treasuries, U.S. federal agency obligations and international government debt. The fair
value of these investments are based on observable quoted prices on active exchanges, which are level 1 inputs.
(4)
For US corporate bonds and foreign corporate bonds, this category is comprised of corporate bonds of U.S. and foreign companies from a diverse set of
industries and size. The fair values for the U.S. and foreign corporate bonds are determined using quoted prices of similar securities in active markets and
observable data or broker or dealer quotations. The fair values for these investments are classified as level 2 within the valuation hierarchy.
(5)
For property / real estate funds, this category includes real estate properties, partnership equities and investments in operating companies. The fair value of
the assets is determined using discounted cash flows by estimating an income stream for the property plus a reversion into a present value at a risk adjusted
116
rate. Yield rates and growth assumptions utilized are derived from market transactions as well as other financial and industry data. The fair value of these
investments are classified as level 2 in the valuation hierarchy.
(6)
Cash and cash equivalents include cash and short-interest bearing investments with maturities of three months or less. Investments are valued at cost plus
accrued interest. Cash and cash equivalents are classified within level 1 of the valuation hierarchy.
(7)
For insurance contracts, the fair value is estimated as the cost of purchasing equivalent annuities on terms consistent with those currently available in the
market. The contracts are with highly rated insurance companies and are classified within level 3 of the valuation hierarchy. The following table
summarizes changes in fair value of the pension plan assets classified as level 3 for the year ended December 31, 2023:
Insurance Contracts
Balance, December 31, 2022
$
63
Actual return on plan assets
2
Purchases, sales, settlements
(5)
Transfers in/out of Level 3
—
Foreign currency translation
3
Balance, December 31, 2023
$
63
Defined Contribution Plans
U.S. Savings Investment Plan
In 2006, we established the U.S. Savings Investment Plan (the “SIP”), a qualified defined contribution plan under Section
401(k) of the Internal Revenue Code. Under the SIP, our regular full-time and part-time employees contribute a portion of their
earnings, and we match these contributions up to a predefined threshold. Our matching contribution is 100% of the first 6% of
employee contributions. Effective January 1, 2013, we established a profit sharing contribution at 6% of employees’ pay
(“discretionary contribution”). A discretionary contribution of 6% was made for 2024, 2023 and 2022. Our matching contribution
to the SIP vests immediately; however, our discretionary contribution is subject to vesting conditions that must be satisfied over a
three-year vesting period. Contributions under the SIP, including our match, are invested in accordance with the investment
options elected by plan participants. Compensation expenses associated with our matching contribution to the SIP was $5 million,
$4 million and $5 million during 2024, 2023 and 2022, respectively, which was included in “Selling, general and administrative
expenses” in the Consolidated Statements of Operations. Compensation expense associated with our discretionary contribution
was $4 million in 2024, $5 million in 2023 and $5 million in 2022, which was included in “Selling, general and administrative
expenses” in the Consolidated Statements of Operations.
U.S. Benefit Restoration Plan
In 2006, we established the U.S. Benefit Restoration Plan (the “BRP”), a nonqualified defined contribution plan, for
employees whose eligible compensation is expected to exceed the IRS compensation limits for qualified plans. Under the BRP,
participants can contribute up to 20% of their annual compensation and incentive. Our matching contribution under the BRP is the
same as the SIP. Our matching contribution under this plan vests immediately to plan participants. Contributions under the BRP,
including our match, are invested in accordance with the investment options elected by plan participants. Compensation expense
associated with our matching contribution to the BRP was $1 million, $1 million and $1 million during 2024, 2023 and 2022,
respectively, which was included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations.
South Africa Defined Contribution Plans
Tronox Mineral Sands Proprietary Limited, a wholly owned subsidiary of the Company, participates in several defined
contribution plans which are registered in the Republic of South Africa and are governed by the South African Pension Funds Act
of 1956. These plans provide retirement and other benefits to all permanent employees, and where applicable, retired employees
and their dependents. The Company contributes a range of 10% to 15% (depending on the plan) of the employees' predefined
pre-tax pensionable earnings. Compensation expense associated with these plans was $8 million, $8 million, and $7 million
during 2024, 2023 and 2022, respectively, which was included in both "Costs of goods sold" and "Selling, general and
administrative expenses" in the Consolidated Statements of Operations.
117
22. Related Party Transactions
Tasnee / Cristal
At December 31, 2024 Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands
Cooperatief W.A.), a subsidiary of Tasnee, owned 37,580,000 shares of Tronox, or a 24% ownership interest.
On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the
terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the
“SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and
Downstream Industries in KSA will be contributed together with $322 million of AMIC indebtedness (the "AMIC Debt").
Furthermore, pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses
intended to facilitate the start-up of the Slagger (the “Tronox Loans”).
On May 13, 2020, May 23, 2023 and finally on February 21, 2024, we amended the Option Agreement with AMIC (the
"First Amendment", the "Second Amendment", and the "Third Amendment", respectively, and collectively, the "Amendments")
to, among other things, establish a definitive period during which Tronox and AMIC would discuss whether, and under what
circumstances Tronox may acquire the Slagger (the "Renegotiation Period"). In the Third Amendment, we agreed that the
Renegotiation Period would extend until December 31, 2024. The Amendments also addressed repayment of the Tronox Loan. In
the Third Amendment, we also agreed that until the end of the Renegotiation Period, 65% of all chloride slag produced by the
Slagger would be delivered to Tronox as repayment in-kind of the Tronox Loans. The chloride slag was to be valued based on a
widely published index for feedstock less an nominal discount (the "Slag Price"). With regard to the remaining 35% of chloride
slag produced by the Slagger, under the Third Amendment, Tronox would purchase such chloride slag for cash at the Slag Price.
Furthermore, the Third Amendment provided that at the end of the Renegotiation Period full repayment of the Tronox Loan
would be due on January 10, 2025 in cash.
The Renegotiation Period expired on December 31, 2024 without any agreement on whether and under what circumstances
Tronox would acquire the Slagger.
The following table shows the outstanding balance of the Tronox Loans, which on the Consolidated Balance Sheet is
recorded in "Prepaid and other assets" at December 31, 2024 and "Other long-term assets" at December 31, 2023:
December 31,
2024
2023
Principal balance
22
80
Accrued interest income balance
4
12
Total outstanding balance
26
92
The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our
Consolidated Statement of Operations:
December 31,
2024
2023
2022
Interest income
2
5
4
The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of
goods sold" on our Consolidated Statement of Operations:
December 31,
2024
2023
2022
Settled as in-kind repayment of Tronox Loans
58
44
—
Settled in cash
33
80
60
Total chloride slag purchases
91
124
60
The following table shows the amounts due to AMIC at period-end regarding the purchase feedstock purchased from the
Slagger, which are recorded in "Accrued liabilities" on our Consolidated Balance Sheet:
118
December 31,
2024
2023
Amount due to AMIC for slag purchases
6
—
On February 11, 2025, we entered into a letter agreement with AMIC and its wholly owned subsidiary, Advanced Smelting
Industries Co. Ltd. ("ASIC") pursuant to which all provisions of the Option Agreement and all the related letter agreements
referenced above were extinguished including the parties' respective rights and obligations in and to the Option Agreement and
related letter agreements and any claims arising thereunder except for AMIC's obligation to repay the balance and all interest
accrued thereunder in cash on February 20, 2025. In addition, the parties agreed to that for a period of two-years, Tronox would
purchase certain quantities of Slag from ASIC based on the Slag Price.
In addition, on March 15, 2018 Tronox and AMIC entered into a Technical Services Agreement (the "Original Technical
Services Agreement"), which was subsequently amended on May 13, 2020, May 10, 2023 and February 21, 2024 (the "Restated
Technical Services Agreement"). Through September 30, 2023 we provided technical advice and project management services,
however AMIC and its consultants were still responsible for engineering and construction of the Slagger. As compensation for
these services, Tronox received certain fees, including a management fee. In the Consolidated Statement of Operations and
shown in the table below, the management fees per the Original Technical Services Agreement were recorded within "Other
income, net" and other technical support fees, including fees per the Restated Technical Services Agreement, are recorded within
"Selling, general and administrative" costs. From and after October 1, 2023, we no longer receive a management fee and the scope
of services we provide is more limited, for which we receive cost reimbursement plus a nominal margin.
December 31,
2024
2023
2022
Management fees
—
6
8
Other technical support fees
—
2
2
Total fees received
—
8
10
Outstanding balances for these fees receivable are shown below, which are recorded within “Prepaid and other assets” on the
Consolidated Balance Sheet:
December 31,
2024
2023
Management fees and other technical support fees
—
1
On December 29, 2019, we entered into an agreement (the "MGT Purchase Agreement") with Cristal to acquire certain assets
co-located at our Yanbu facility which produce metal grade TiCl4 ("MGT"). Consideration for the acquisition was the
assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant
facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co.
Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by
pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal. The terms of our
supply of TiCl4 to ATTM are set forth in the Amended and Restated TiCL4 Supply Agreement by and among ATTM, Cristal and
ourselves dated December 17, 2020 (the "ARTSA").
On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed
U.S. dollar per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is
variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions set forth in the
ARTSA, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under
the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately three and four years,
subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. As
shown in the table below, the note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on
the Consolidated Balance Sheet.
119
December 31,
2024
2023
Note payable, due within 1 year
7
7
Note payable, due longer than 1 year from now
12
18
Total outstanding note payable
19
25
Amounts regarding interest expense and loan repayments for the MGT loan, which are recorded on the Consolidated
Statement of Operations within “Interest expense” and “Net sales,” respectively, are shown below:
December 31,
2024
2023
2022
Interest expense
1
2
1
Loan Repayment via MGT delivered to ATTM
6
6
3
As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM
for use in the production of MGT and such transactions are reflected as follows:
December 31,
2024
2023
2022
Purchases of chlorine gas
5
5
4
These purchases are subsequently recorded within “Cost of goods sold” on the Consolidated Statement of Operations.
Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the Consolidated Balance
Sheet.
December 31,
2024
2023
Amount due related to purchases of chlorine gas
6
1
As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the Consolidated Statement of
Operations, as shown below:
December 31,
2024
2023
2022
MGT sales made to ATTM as product is delivered
52
47
29
Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the
Consolidated Balance Sheet, as shown below:
December 31,
2024
2023
Due from ATTM for MGT deliveries
14
9
On February 11, 2025, we entered into a Settlement Deed with AMIC, Cristal and ATTM (collectively, the "AMIC Parties"),
pursuant to which we resolved certain outstanding matters related to Tronox and the AMIC Parties' performance of their
respective obligations under the MGT Purchase Agreement and the ARTSA. Specifically, Cristal agreed to pay us approximately
$2 million in cash in exchange for a mutual release of all claims arising prior to December 31, 2024 under the MGT Purchase
Agreement and the ARTSA relating to, among other things, certain amounts related to MGT deliveries that were outstanding as of
December 31, 2024. As part of the settlement, we also agreed to increase the MGT loan amount by approximately $300,000 and
issue a credit note for ATTM's benefit of approximately $500,000.
23. Segment Information
120
We operate our business under one operating segment, Tronox, which is also our reportable segment. The Tronox segment
produces feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium
tetrachloride, and ultrafine TiO2 used in certain specialty applications. Tronox derives revenue across the world and it manages
the business activities on a consolidated basis. 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.
The accounting policies of Tronox are the same as those described in the significant accounting policies in Note 2.
The Company's chief operating decision maker (“CODM”), who is the CEO, reviews financial information presented at the
consolidated level and decides how to allocate resources based on financial metrics, including net income. In addition to these
financial metrics, the CODM also reviews monthly production figures along with future global sales demand forecasts to make
decisions about ongoing production levels and how to allocate resources. The measure of segment assets is reported on the
balance sheet as total consolidated assets. The CODM uses such financial metrics, including net income, to evaluate income
generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the
organization, such as working capital needs, mandatory and discretionary capital expenditures, servicing our interest and debt
repayment obligations, cash taxes, and making pension contributions.
Net income, other financial metrics, production costs and sales forecasts are used to monitor budget versus actual results.
The CODM also uses these financial metrics as a percentage of sales in competitive analysis by benchmarking to Tronox’s
competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing
performance of the segment and in establishing management’s compensation. The reported segment revenue, segment profit or
loss and significant segment expenses are the same as the consolidated results disclosed on the consolidated statement of
operations, except as noted below. As noted above, the CODM also determines how to allocate resources through his review of
monthly production / manufacturing costs. Significant segment expenses, other than those disclosed on the Consolidated
Statements of Operations, are as follows:
Year Ended December 31,
2024
2023
2022
Net Sales
$
3,074
$
2,850
$
3,454
Idle facility and lower of cost or net realizable value charges (a)
117
159
90
Other cost of goods (b)
2,442
2,229
2,532
Gross Profit
$
515
$
462
$
832
(a) Represents expenses during the period related to idle facility charges associated with production levels as well as charges
related to reducing inventory to net realizable value when lower than production cost.
(b) Represents all other productions related costs associated with cost of goods sold during the respective periods including
salaries, ore costs, electricity, process chemicals, maintenance and other.
We disaggregate revenue from contracts with customers by product type and geographic area as well as sales based on
country of production. 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.
During 2024, 2023 and 2022 our ten largest third-party customers represented 37%, 39%, and 30%, respectively, of our
consolidated net sales. During 2024, 2023, and 2022, no single customer accounted for 10 % of our consolidated net sales.
121
Net sales to external customers based on country of production, were as follows:
Year Ended December 31,
2024
2023
2022
U.S. operations
$
763 $
686 $
733
International operations:
United Kingdom
307
267
331
Australia
704
659
822
South Africa
419
398
484
Saudi Arabia
349
318
419
Other - international
532
522
665
Total net sales
$
3,074 $
2,850 $
3,454
See Note 3 for further information on revenues.
There is no difference between the total consolidated assets and our segment assets. Property, plant and equipment, net,
mineral leaseholds, net, and lease right of use assets, net by geographic region, were as follows:
December 31,
2024
2023
U.S. operations
$
294 $
299
International operations:
United Kingdom
107
103
Saudi Arabia
210
222
South Africa
818
701
Australia
1,004
1,048
Other - international
250
248
Total
$
2,683 $
2,621
122
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
123
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision of and with the participation of Tronox's management, including our CEO and CFO, we evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the "Exchange Act"), as of December 31, 2024, the end
of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that the Company's disclosure
controls and procedures were effective as of that date. Tronox's disclosure controls and procedures are designed to ensure that
information required to be disclosed by Tronox in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such
information is accumulated and communicated to Tronox's management, including Tronox's CEO and CFO, or other person
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management of Tronox Holdings plc and its subsidiaries is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal controls over financial reporting is a process designed under the supervision of our
interim principal co-executive officers and principal financial officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S.
generally accepted accounting principles.
Our internal controls over financial reporting include those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of the Company’s management and directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal controls over financial reporting as of December 31, 2024. In making
this assessment, management used the criteria in Internal Control-Integrated Framework (2013) set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment using those criteria, management
concluded that our internal control over financial reporting as of December 31, 2024 was effective.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.
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.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in Item 8
of this Form 10-K.
Changes in Internal Control Over Financial Reporting
We are currently undergoing a multi-year IT-enabled transformation program that includes increased automation of both
operational and financial systems, including the global enterprise risk management program, through new and upgraded systems,
technology and processes. As part of such transformation program, during the third quarter of 2024, we implemented upgrades to
our financial systems and platforms in certain regions. The full implementation is expected to occur in phases over a number of
years. As the phased implementation of this system occurs, we expect certain changes to our processes and procedures which, in
turn, will result in changes to our internal control over financial reporting.
While we expect this transformation program to strengthen our internal financial controls, management will continue to
evaluate and monitor our internal controls as processes and procedures in each of the affected areas evolve.
Other than as discussed above, there have been no changes to our internal control over financial reporting during the quarter
ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B.
Other Information
124
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the
Exchange Act) had any contact, instruction or written plan for the purchase or sale of our securities that was intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for any "non-Rule 10b5-1 trading arrangement" as
defined in Item 408(c) of Regulation S-K.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
125
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Information about our executive officers as of February 19, 2025:
NAME
POSITION
John D. Romano
Chief Executive Officer
D. John Srivisal
Senior Vice President, Chief Financial Officer
Jeff Engle
Senior Vice President, Commercial and Strategy
Jeffrey Neuman
Senior Vice President, General Counsel and Secretary
Amy Webb
Chief Human Resources Officer
Emad AlJunaidi
Senior Vice President, Integrated Supply Chain and Digital Transformation
Jennifer Guenther
Vice President, Chief Sustainability Officer and Head of Investor Relations and
External Affairs
Jonathan P. Flood
Vice President, Controller and Principal Accounting Officer
Information about members of our Board of Directors as of February 19, 2025:
NAME
CURRENT OCCUPATION
Ilan Kaufthal
Chairman of the Board, Tronox Holdings plc;
Eastwind Advisors
Mutlaq Al-Morished
Former CEO, TASNEE
Peter B. Johnston
Former Interim CEO, Tronox Limited; Former Global Head of Nickel Assets,
Glencore
Ginger M. Jones
Former Senior Vice President and CFO, Cooper Tire & Rubber Company
Stephen Jones
Former President and CEO, Covanta Holding Corporation
Moazzam Khan
Managing Director, Cristal International Holdings BV
Sipho Nkosi
Former CEO, Exxaro Resources Limited
Lucrece Foufopolous-De Ridder
Former Executive Vice President, Borealis
John Romano
Chief Executive Officer, Tronox
Jean-Francois Turgeon
Former Co-Chief Executive Officer, Tronox
Other information regarding our executive officers, members of the Board of Directors, including its audit committee and
audit committee financial experts, as well as information regarding our Code of Ethics and Business Conduct that applies to our
Chief Executive Officer and senior financial officers, will be presented in Tronox Holding plc’s definitive proxy statement for its
2025 annual general meeting of shareholders, which will be filed no later than 120 days after the end of the fiscal year covered by
this Annual Report on Form 10-K, under the headings "Proposal 1 - Election of Directors", "Compensation Discussion and
Analysis - Overview" and "Code of Ethics and Business Conduct" and is incorporated herein by reference.
Item 11.
Executive Compensation
Information regarding executive officer and director compensation will be presented in Tronox Holdings plc's definitive
proxy statement for its 2025 annual general meeting of shareholders, filed no later than 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K, under the headings "Human Resources and Compensation Committee Interlocks
and Insider Participation", "2024 Non-Employee Director Compensation" and "Compensation Discussion and Analysis" and is
incorporated herein by reference, except as to information required pursuant to Item 402(v) of Regulation S-K relating to pay
versus performance.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information regarding security ownership of certain beneficial owners and management and related shareholder matters will
be presented in Tronox Holdings plc's definitive proxy statement for its 2025 annual general meeting of shareholders, filed no
later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, under the heading "Security
Ownership of Certain Beneficial Owners" and is incorporated herein by reference.
126
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 regarding securities issued under the Tronox Holdings
plc Amended and Restated Management Equity Incentive Plan (the “Tronox Holdings plc MEIP”).
Number of securities
to be issued upon
exercise of
outstanding
restricted share
units and options
Weighted-average
exercise price of
outstanding
options(1)
Number of securities
remaining available
for
future issuance under
equity compensation
plans (excluding
securities reflected in
the second column)(2)
Equity compensation plans approved by security holders
3,468,774 $
—
6,787,966
Equity compensation plans not approved by security holders
—
—
—
Total
3,468,774 $
—
6,787,966
_____________________
(1)
Because there is no exercise price for restricted share units, such awards are not included in the weighted-average exercise price.
(2) Each restricted share unit awarded under the Tronox Holdings plc MEIP was granted at no cost to the persons receiving them and represents the contingent
right to receive the equivalent number of ordinary shares.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Information regarding certain relationships and related transactions and director independence will be presented in Tronox
Holdings plc's definitive proxy statement for its 2025 annual general meeting of shareholders, filed no later than 120 days after
the end of the fiscal year covered by this Annual Report on Form 10-K, under the heading "Certain Relationships and Related
Transactions" and is incorporated herein by reference.
Item 14.
Principal Accounting Fees and Services.
Information regarding principal accounting fees and services will be presented in Tronox Holdings plc's definitive proxy
statement for its 2025 annual general meeting of shareholders, filed no later than 120 days after the end of the fiscal year covered
by this Annual Report on Form 10-K, under the heading "Fees Paid to Independent Registered Public Accounting Firm" and is
incorporated herein by reference.
127
PART IV
Item 15.
Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1.
Consolidated Financial Statements
Reference is made to the Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules
appearing at “Item 8. Financial Statements and Supplementary Data” in this report.
2.
Consolidated Financial Statement Schedules
All financial statement schedules are omitted as they are inapplicable, or the required information has been included in the
consolidated financial statements or notes thereto.
3. Exhibits
(b) The exhibits listed in the following table have been filed with, or incorporated by reference into, this Annual Report on Form
10-K.
2.1
Transaction Agreement, dated as of February 21, 2017, by and between Cristal, Tronox Limited and Cristal Inorganic
Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K
filed on February 21, 2017).
2.2
Amendment No. 1 to Transaction Agreement, dated as of March 1, 2018, by and among The National Titanium Dioxide
Company Limited, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by
reference to Exhibit 2.1 of the Current Report on Form 8-K filed on March 1, 2018).
2.3
Amendment No. 2 to Transaction Agreement dated March 28, 2019, by and among The National Titanium Dioxide
Company Limited, Tronox Limited, and, solely for certain purposes, Cristal Inorganic Chemicals Netherlands Coöperatief
W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 2, 2019).
3.1
Articles of Association of Tronox Holdings plc (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-
K filed on March 27, 2019).
4.1
Specimen ordinary share certificate of Tronox Holdings plc (incorporated by reference to Exhibit 4.1 of the Current Report
on Form 8-K filed on March 27, 2019).
4.2
Shareholders Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals
Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, Gulf Investment Corporation and Dr.
Talal Al-Shair (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on April 11, 2019).
4.3
Description of Securities of the Registrant (filed herewith).
4.4
Indenture, dated as of March 15, 2021, among Tronox Incorporated, Tronox Holdings plc and the guarantors named therein
and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on
Form 8-K filed on March 15, 2021).
4.5
Form of 4.625 % Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed
on March 15, 2021)
10.1*
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan (filed herewith).
10.2*
Tronox Holdings plc Amended and Restated Annual Bonus Incentive Plan (incorporated by reference to Exhibit 10.3 of
the Current Report on Form 8-K filed on March 27, 2019).
10.3*
General form of executive officer Time-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.4
of the Annual Report on Form 10-K filed on February 22, 2022).
10.4*
General form of executive officer TSR Performance-Based Restricted Share Unit Agreement (incorporated by reference to
Exhibit 10.5 of the Annual Report on Form 10-K filed on February 22, 2022).
10.5*
General form of executive officer ROIC Performance-Based Restricted Share Unit Agreement (incorporated by reference
to Exhibit 10.6 of the Annual Report on Form 10-K filed on February 22, 2022).
10.6*
General form of Director Grant Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q filed on May 4, 2017).
10.7
Form of Director Deed of Indemnification (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K
filed on March 27, 2019).
10.8
Agreement for the Provision of Depositary Services and Custody Services, dated as of April 10, 2019, in respect of Tronox
Holdings plc Depositary Receipts among Computershare Trust Company, N.A., Tronox Holdings plc, Cristal Inorganic
Chemicals Netherlands Coöperatief W.A. and all other holders from time to time of depositary receipts issued in
accordance herewith (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 15,
2019).
128
10.9
Amended and Restated First Lien Credit Agreement dated as of March 1, 2021 (as amended by that certain Amendment
No. 1 to Amended and Restated First Lien Credit Agreement, dated as of April 4, 2022, that certain Amendment No. 2 to
Amended and Restated First Lien Credit Agreement, dated as of May 19, 2023, Amendment No. 3 to Amended and
Restated First Lien Credit Agreement, dated as of August 16, 2023, Amendment No. 4 to Amended and Restated First Lien
Credit Agreement, dated as of May 1, 2024, Amendment No. 5 to Amended and Restated First Lien Credit Agreement
dated as of August 15, 2024, Amendment No. 6 to Amended and Restated First Lien Credit Agreement dated as of
September 30, 204 and Amendment No. 7 to Amended and Restated First Lien Credit Agreement, dated as of December
18, 2024) by and among Tronox Holdings plc, Tronox Finance LLC, certain of Holding plc's subsidiaries, as Subsidiary
Loan Parties (as defined therein), the lenders party thereto from time to time and HSBC Bank USA, National Association,
as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed on December 18, 2024).
10.10*
Offer letter dated March 15, 2023 by and between Tronox Holdings plc and D. John Srivisal (incorporated by reference to
Exhibit 10.1 of the Current Report on Form 8-K/A filed on March 16, 2023).
10.11*
Employment Agreement dated as of February 28, 2024 by and between the Company and Mr. John D. Romano
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K/A filed on March 1, 2024).
10.12*
Employment Agreement dated as of March 18, 2021 by and between the Company and Mr. Jean-Francois Turgeon
(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on March 18, 2021).
10.13*
Deed of Separation and Release by and among Mr. Russell Austin and Tronox Management Pty Limited dated as of July
30, 2024 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on August 2, 2024).
14.1
Tronox Code of Ethics and Business Conduct, effective March 27, 2019 (incorporated by reference to Exhibit 14.1 of the
Annual Report on Form 10-K filed on March 16, 2020).
19.0
Tronox Holdings plc Insider Trading Policy (filed herewith).
21.1
Subsidiaries of Tronox Holdings plc. (filed herewith)
23.1
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc.
(furnished herewith)
24.0
Power of Attorney (filed herewith)
31.1
Rule 13a-14(a) Certification of John Romano. (furnished herewith)
31.2
Rule 13a-14(a) Certification of D. John Srivisal. (furnished herewith)
32.1
Section 1350 Certification for John Romano. (furnished herewith)
32.2
Section 1350 Certification for D. John Srivisal. (furnished herewith)
96.1
Amended and Restated Technical Report Summary on the Cooljarloo Australia operations (incorporated by reference to
Exhibit 96.1 of the Annual Report on Form 10-K filed on February 21, 2024).
96.2
Amended and Restated Technical Report Summary on the Atlas and Campaspe Australia operations (incorporated by
reference to Exhibit 96.2 of the Annual Report on Form 10-K filed on February 21, 2024).
96.3
Amended and Restated Technical Report Summary on the Namakwa Sands South Africa operations (incorporated by
reference to Exhibit 96.3 of the Annual Report on Form 10-K filed on February 21, 2024).
96.4
Amended and Restated Technical Report Summary on the KZN Mineral Sands South Africa operations (incorporated by
reference to Exhibit 96.4 of the Annual Report on Form 10-K filed on February 21, 2024).
97.1
Tronox Holdings plc Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on
Form 10-K filed on February 21, 2024)
101.INS
Inline XBRL Instance Document (filed herewith)
101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which has been
formatted in Inline XBRL, and included with Exhibit 101.
_______________
*
Indicates management contract or compensatory plan or arrangement.
Item 16.
Form 10-K Summary.
None.
129
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19th day of
February 2025.
TRONOX HOLDINGS PLC
(Registrant)
By:
/s/ Jonathan P. Flood
Name:
Jonathan P. Flood
Title:
Vice President, Controller and Principal Accounting Officer
130
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ John Romano
Chief Executive Officer, Director
(Principal Executive Officer)
February 19, 2025
John Romano
/s/ D. John Srivisal
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 19, 2025
D. John Srivisal
/s/ Jonathan P. Flood
Vice President and Controller
(Principal Accounting Officer)
February 19, 2025
Jonathan P. Flood
*
Chairman of the Board of Directors
February 19, 2025
Ilan Kaufthal
*
Director
February 19, 2025
Mutlaq Al-Morished
*
Director
February 19, 2025
Stephen Jones
*
Director
February 19, 2025
Moazzam Khan
*
Director
February 19, 2025
Peter B. Johnston
*
Director
February 19, 2025
Sipho Nkosi
*
Director
February 19, 2025
Ginger M. Jones
*
Director
February 19, 2025
Jean-Francois Turgeon
*
Director
February 19, 2025
Lucrece Foufopolous-De Ridder
*By: /s/ Jeffrey Neuman
Senior Vice President, General Counsel and Secretary
February 19, 2025
Jeffrey Neuman, Attorney-in-
fact
131
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Tronox Holdings plc is a public
limited company incorporated
under the laws of England and
Wales. We have global operations
in North America, South America,
Europe, the Middle East, Africa,
Asia and Australia.
Corporate
Offices
United Kingdom:
Laporte Road,
Stallingborough Grimsby,
North East Lincolnshire
DN40 2PR
United Kingdom
United States:
263 Tresser Boulevard,
Suite 1100
Stamford, CT 06901
USA
+1 203.705.3800
This report is made available
to shareholders in advance of the
annual meeting of shareholders
to be held at 10 a.m. BST, May 7,
2025. The proxy will be made
available to shareholders on or
about March 27, 2025, at which
time proxies for the meeting will
be requested.
Information about Tronox, including
financial information, can be found
on our website: www.tronox.com.
Stock Listing
New York Stock Exchange
Ticker Symbol
TROX
Transfer Agent
and Registrar
Computershare Trust Company, N.A.
Shareholder
Services
Telephone
Toll-free: +1 800.736.3001
International: +1 781.575.3100
Shareholder
Correspondence
Regular Mail
Computershare Investor Services
150 Royall Street
Canton, MA 02021
Overnight Mail
Computershare Investor Services
150 Royall Street
Canton, MA 02021
Shareholder Email Inquiries
web.queries@computershare.com
Electronic Access
www.proxyvote.com
Copies of the Tronox 2024 Annual
Report and proxy statement are
available at www.proxyvote.com
A copy of the company’s Form
10-K and other filings with the
U.S. Securities and Exchange
Commission are available at
investor.tronox.com.
Certifications
Tronox has included as Exhibits
31.1, 31.2, 32.1, and 32.2 to its
Annual Report on Form 10-K for
fiscal year 2024 filed with the
Securities and Exchange
Commission certificates of its
Chief Executive Officer and
Chief Financial Officer certifying,
among other things, the information
contained in the Form 10-K.
Annually, Tronox submits to the
New York Stock Exchange (NYSE)
a certificate of Tronox’s Chief
Executive Officer certifying that
he was not aware of any violation
by Tronox of NYSE corporate
governance listing standards as
of the date of the certification.
Shareholder
Information
Our website www.tronox.com
provides shareholders easy access
to Tronox’s financial results.
Shareholders may also contact
Jennifer Guenther, Chief
Sustainability Officer, Head of
Investor Relations and External
Affairs, at +1 646.960.6598.
Tronox and its operating unit names, logos, and
product service designators are either the registered
or unregistered trademarks or trade names of Tronox
Holdings plc and its subsidiaries.
S H A R E H O L D E R I N F O R M AT I O N
KSA: 550
North America: 650
South America: 350
Europe: 925
South Africa: 2,075
Australia: 1,275
Asia-Pacific: 675
Tronox Corporate
Chloride Pigment
Sulfate Pigment
Mineral Sands
Operational Offices
Our global operations are positioned to meet our customers’
needs around the world.
United Kingdom:
Laporte Road, Stallingborough
Grimsby, North East Lincolnshire
DN40 2PR
United States:
263 Tresser Boulevard, Suite 1100
Stamford, CT 06901
Tronox Holdings plc is a public limited company incorporated under the laws of England and
Wales. We are the world’s leading integrated manufacturer of titanium dioxide pigment, sold under the TiONA® brand.
We operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia and South
Africa to produce feedstock materials that can be processed into titanium dioxide for pigment, as well as high-purity
titanium chemicals, including titanium tetrachloride and CristalACTiV™ ultrafine titanium dioxide. We consume our
feedstock materials in our own pigment facilities in the United States, Australia, Brazil, United Kingdom, France, the
Netherlands, China and Saudi Arabia. The mining, beneficiation and smelting of titanium bearing mineral sands also
creates meaningful quantities of co-products including zircon, pig iron and the rare-earth bearing mineral, monazite,
which we also supply to customers around the world.
T R O N O X AT A G L A N C E