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What changed in Tronox Holdings plc's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Tronox Holdings plc's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+446 added−324 removedSource: 10-K (2024-02-21) vs 10-K (2023-02-22)

Top changes in Tronox Holdings plc's 2023 10-K

446 paragraphs added · 324 removed · 232 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

37 edited+16 added−9 removed93 unchanged
Biggest changeSee “Risk Factors – Risks Relating to our Business - The markets for many of our products have seasonally affected sales patterns”. 4 TABLE OF CONTENTS 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; • 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 Ginkgo mine, a floating heavy mineral concentration plant located there, the Atlas mine and a heavy mineral concentration plant located there and a mineral separation plant located at Broken Hill, New South Wales; • Perth Basin operations in Western Australia consisting of the Wonnerup mine and a mineral separation plant; and • Our Paraiba, Brazil mining operations ceased during 2020 in line with our life of mine plan; however, we believe there is enough feedstock to supply the Brazil pigment plant through 2023.
Biggest changeMining and Beneficiation of Mineral Sands Deposits Our current operational mining and beneficiation of mineral sands deposits are comprised of the following: 4 TABLE OF CONTENTS • 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; • 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 Ginkgo mine, a floating heavy mineral concentration plant located there, 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.
Tronox Core Values • 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. 9 TABLE OF CONTENTS • 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.
Tronox Core Values • We have an uncompromising focus on operating safe, reliable and responsible facilities. • We honor our responsibility to create value for stakeholders. 9 TABLE OF CONTENTS • 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.
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. 2022 Key Strategic Initiatives The following sets forth the key strategic initiatives underway in 2022: Become the Low Cost TiO 2 Producer by Investing in our Business Processes and Strengthening Vertical Integration Our ability to compete effectively in the TiO 2 industry is determined by many factors, including innovation, reliability, product quality, customer service and price.
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. 2023 Key Strategic Initiatives The following sets forth the key strategic initiatives underway in 2023: Become the Low Cost TiO 2 Producer by Investing in our Business Processes and Strengthening Vertical Integration Our ability to compete effectively in the TiO 2 industry is determined by many factors, including innovation, reliability, product quality, customer service and price.
The below map sets forth the approximate number of employees as of December 31, 2022, in each of the global regions in which we operate. 8 TABLE OF CONTENTS Accordingly, we place a high priority on knowledge transfer (including by relocating skilled leaders across countries and between mining and TiO 2 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.
The below map sets forth the approximate number of employees as of December 31, 2023, in each of the global regions in which we operate. 8 TABLE OF CONTENTS Accordingly, we place a high priority on knowledge transfer (including by relocating skilled leaders across countries and between mining and TiO 2 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.
The following sets forth the percentage of our TiO 2 sales volume by end-use market for the year ended December 31, 2022: 6 TABLE OF CONTENTS 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.
The following sets forth the percentage of our TiO 2 sales volume by end-use market for the year ended December 31, 2023: 6 TABLE OF CONTENTS 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.
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 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 11 TABLE OF CONTENTS Our public internet site is http://www.tronox.com.
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 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.
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 TiO 2 are removed during the process. The chloride process currently accounts for substantially all of the industry-wide TiO 2 production capacity in North America, and approximately 44% of industry-wide capacity globally.
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 TiO 2 are removed during the process. The chloride process currently accounts for substantially all of the industry-wide TiO 2 production capacity in North America, and approximately 43% of industry-wide capacity globally.
The roadmap is supported by well-resourced projects and initiatives. The majority of our GHG emissions are generated from our TiO 2 slag furnaces in South Africa, synthetic rutile kiln in Western Australia, and TiO 2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and Saudi Arabia.
The roadmap is supported by well-resourced projects and initiatives. The majority of our greenhouse gas ("GHG") emissions are generated from our TiO 2 slag furnaces in South Africa, synthetic rutile kiln in Western Australia, and TiO 2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and Saudi Arabia.
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our 9 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia ("KSA").
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 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 have numerous other mine development projects in earlier stages of development in Western Australia and on the Eastern and Western Capes of South Africa, all of which are intended to maintain or expand our level of feedstock vertical integration.
We have numerous other mine development projects in earlier stages of development in Western Australia and on the Eastern and Western Capes of South Africa, all of which are intended to maintain our level of feedstock vertical integration.
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. 7 TABLE OF CONTENTS Product development activities in paints and coatings were focused on product stewardship and sustainability improvements of the product line.
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. Product development activities in paints and coatings were focused on product stewardship and sustainability improvements of the product line.
In 2022, we generated $2.7 billion in revenue from sales of TiO 2 . 3 TABLE OF CONTENTS 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.
In 2023, we generated $2.2 billion in revenue from sales of TiO 2 . Zircon 3 TABLE OF CONTENTS 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.
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 5 TABLE OF CONTENTS Globally, there are a large number of mining companies that mine mineral sand deposits containing ilmenite, as well as zircon.
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.
We believe our mineral sands operations are in compliance, in all material respects, with existing health, safety and environmental legislation and regulations. 10 TABLE OF CONTENTS Regulation of the Mining Industry in South Africa The South African mining regulatory regime is comprehensive and requires regular reporting to applicable government departments.
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.
The following sets forth the percentage of our revenue derived from sales of our products by geographic region for the year ended December 31, 2022. 1 TABLE OF CONTENTS The below sets forth the percentage of our revenue derived from sales of our products for the year ended December 31, 2022.
The following sets forth the percentage of our revenue derived from sales of our products by geographic region for the year ended December 31, 2023. 1 TABLE OF CONTENTS The below sets forth the percentage of our revenue derived from sales of our products for the year ended December 31, 2023.
Their methodology is based on international sustainability standards including the Global Reporting Initiative (GRI), United Nations Global Compact (UNGC) and ISO 26000. 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.
Their methodology is based on international sustainability standards including the Global Reporting Initiative (GRI), United Nations Global Compact (UNGC) and ISO 26000. Environmental, Health and Safety Authorizations 10 TABLE OF CONTENTS 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.
Further in 2022, an additional 350 supervisors and managers across all of our operating regions completed this hands-on leadership training. In 2023, we intend to provide such training to more of our regional leaders as well as continuing to educate the broader workforce.
Further in 2022, an additional 350 supervisors and managers across all of our operating regions completed this hands-on leadership training. And in 2023, we provided such training to more of our regional leaders as well as continuing to educate the broader workforce.
At our Thann facility in France, we produce TiCl 4 dedicated for sale to customers for use mainly in the production of various types of pigments and catalyst products. At our Yanbu facility, we produce excess TiCl 4 which we sell directly to a joint venture between Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd.
At our Thann facility in France, we produce TiCl 4 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 TiCl 4 which we both sell directly to a joint venture between Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd.
For additional information on this topic, see section entitled "Risk Factors - Risks Relating to our Legal and Regulatory Environment - Our TiO 2 products are subject to increased regulatory scrutiny that may impede or inhibit widespread usage of TiO 2 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 “greenhouse gases” (“GHGs”).
For additional information on this topic, see section entitled "Risk Factors - Risks Relating to our Legal and Regulatory Environment - Our TiO 2 products are subject to increased regulatory scrutiny that may impede or inhibit widespread usage of TiO 2 and / or diminish the Company's ability to sustain or grow its business or may add significant costs of doing business." 11 TABLE OF CONTENTS Greenhouse Gas Regulation Globally, our operations are subject to regulations that seek to reduce emissions of GHGs.
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 2022, we generated $438 million in revenue from sales of zircon.
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 2023, we generated $257 million in revenue from sales of zircon.
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
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.
With regard to our TiO 2 ultrafine specialty business, research and development activities are focused on a broad array of areas including direct lithium extraction, carbon direct air capture and developing more effective catalysts for use in selective catalytic reduction. Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights Protection of our proprietary intellectual property is important to our business.
With regard to our TiO 2 ultrafine specialty business, research and development activities are focused on a broad array of areas including direct lithium extraction, battery components, carbon capture and developing more effective materials for use in environmental catalysis. Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights Protection of our proprietary intellectual property is important to our business.
Production of TiO 2 Pigment TiO 2 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).
Hence, there is a high degree of substitutability between and among titanium feedstocks. Production of TiO 2 Pigment TiO 2 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).
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.
Pigment producers frequently switch the relative amount of each feedstock they procure 5 TABLE OF CONTENTS 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.
Like Atlas Campaspe, we believe these expansions are extremely attractive mine development projects, rich in ilmenite, rutile and zircon that are expected to replace existing mines which would otherwise deplete in early 2024.
Like Atlas, we believe these expansions are extremely attractive mine development projects, rich in ilmenite, rutile and zircon that are expected to replace existing mines which are reaching end of life.
In 2022, our employees worked more than 12 million hours with 22 recordable injuries and no fatalities from our operations, and our contractors worked more than 9 million hours with 20 recordable injuries and no fatalities from our operations.
In 2023, our employees worked more than 12 million hours with 29 recordable injuries and no fatalities from our operations, and our contractors worked more than 9 million hours with 17 recordable injuries and one fatality from our operations.
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 2022, we created and launched an educational series dedicated to Diversity and Inclusion (D&I).
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.
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.
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.
In line with Tronox’s sustainability goals, the process and product development teams are collaborating on more sustainable, lower carbon footprint technologies for all end use segments.
In line with Tronox’s sustainability goals, the Company’s process and product development teams continue to collaborate on more sustainable, lower carbon footprint technologies for all end use segments. In addition, the development of key competencies to support the rare earth initiatives continued to gain momentum.
At December 31, 2022, we held 99 patents and 5 patent applications in the U.S., and approximately 625 in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging through 2039. Additionally, we have 11 trademark registrations in the U.S., as well as 280 trademark counterpart registrations and applications in foreign jurisdictions.
At December 31, 2023, we held 90 patents and 6 patent applications in the U.S., and approximately 600 in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging through 2043.
("ATTM") for use at a titanium sponge plant facility that is adjacent to our Yanbu facility. In 2022, we generated $323 million in revenue from the sale of high purity pig iron, monazite, titanium tetrachloride and other products. This amount also includes revenue generated from the 8120 paper laminate grade to Venator Materials plc ("Venator").
("ATTM") for use at ATTM's titanium sponge plant facility that is adjacent to our Yanbu facility and in the merchant market. In 2023, 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.
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.
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.
Our pre-mining feasibility work indicates that Atlas Campaspe is abundant 2 TABLE OF CONTENTS in natural rutile and high-value zircon, and will be a significant source of high grade ilmenite suitable for direct use, synthetic rutile production, or slag processing. In addition, in 2022, we invested in expanding our Fairbreeze and Namakwa mines in South Africa.
Atlas has replaced feedstock supply from our Snapper / Ginkgo mines in Eastern Australia which is expected to cease mining operations in the first half of 2024. We believe Atlas is abundant in natural rutile and zircon, and will be a significant source of high grade ilmenite suitable for direct use, synthetic rutile production, or slag processing.
For instance, we believe a significant achievement was the uniform initiative which provided means by which employees have access to work uniforms that are more inclusive. 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.
Our young talent program was launched in all regions, providing opportunities for new talent to network and learn about other areas of the business. 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.
Capital Allocation In 2022, we continued to generate sufficient cash to return cash to shareholders in the form of dividends and share repurchases. During 2022, we paid a total of $87 million to shareholders in the form of dividends and repurchased approximately $50 million in shares. We also continued to strengthen our balance sheet.
Capital Allocation In addition to returning approximately $89 million in cash to shareholders in the form of dividends and investing $261 million of capital during 2023, we also strengthened our liquidity position by closing a $350 million incremental term loan.
One of the largest investment projects that we continued to pursue in 2022 to improve our global business processes is what we call “Project newTRON”, a multi-year IT-enabled transformation program that includes both operational and business transformation.
During 2023, we continued to progress with our multi-year IT-enabled transformation program that includes both operational and business transformation. 2 TABLE OF CONTENTS In addition, in terms of strengthening vertical integration, 2023 saw the commencement of a significant new mine in Eastern Australia called Atlas.
In order to enhance production flexibility, technology transfer activities were focused on the décor paper segment in Europe, upgrading our sulfate offering from our Fuzhou facility, and further harmonizing the product line at Yanbu TiO 2 production facility with other sites. Specialty product development in plastics is expected to drive further growth in this segment in the coming years.
In order to enhance production flexibility, the Company continued to focus on technology transfer activities, including further expanding the product offerings at the Yanbu TiO2 production facility and creating options for the décor paper market in Europe.
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In terms of strengthening vertical integration, in 2022, we have progressed the construction of a new significant mine in Eastern Australia called Atlas Campaspe. Atlas Campaspe is intended to replace feedstock supply from our Snapper / Ginkgo mines in Eastern Australia which are largely depleted.
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The investment in Atlas is expected to generate returns above the Company's cost of capital and sustain Tronox's position as a leading low-cost producer. Moreover, in 2023, we invested in expanding our Fairbreeze and Namakwa mines in South Africa.
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Our vertical integration strategy may also benefit from the titanium slag smelter facility (the “Slagger”) located in The Jazan City for Primary and Downstream Industries in KSA currently owned and operated by Advanced Smelting Industries Co. Ltd. ("ASIC"), an indirect, wholly-owned subsidiary of Tasnee and Cristal.
Added
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.
Removed
Under the terms of a May 2018 Option Agreement between Tronox and Advanced Metals Industries Cluster Company Limited (“AMIC”), the direct shareholder of ASIC, we are required to purchase 100% of the feedstock material produced at the Slagger, a significant portion of which we consume at our TiO 2 pigment facility in Yanbu, Saudi Arabia.
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We believe the added liquidity from this incremental borrowing will enable us to continue our capital investment program — primarily, replacing mineral reserves for mines reaching end of life in South Africa — that we believe will increase shareholder value in the short-, medium- and long-term.
Removed
In addition, pursuant to the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of ASIC. The Option may be exercised if the Slagger achieves certain production criteria related to sustained quality and tonnage of slag produced. The Option Agreement expires in May 2023.
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At the end of 2023, we had cash on hand of $273 million and untapped short-term borrowing capacity of $488 million.
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From the end of 2021 to the end of 2022, our annual interest expense decreased from $157 million to $125 million, and our outstanding indebtedness decreased from $2.6 billion to $2.5 billion.
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See “Risk Factors – Risks Relating to our Business - The markets for many of our products have seasonally affected sales patterns”.
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In 2019, as part of the Cristal transaction and in order to obtain approval by regulators in the European Union, we sold the 8120 paper laminate grade to Venator and entered into a three-year transitional supply agreement which terminated in April 2022.
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Critical development efforts to address the changing regulatory environment were a key focus during 2023 7 TABLE OF CONTENTS extending across nearly all of the Company’s products and applications.
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Revenue from 8120 paper laminate grade sales to Venator are included within Other products until the expiration date of the supply agreement with Venator. The demand for certain of our products during a given year is subject to seasonal fluctuations.
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Moreover, specialty product development in plastics remains a primary objective, which along with an increased emphasis in higher volume plastics applications, are expected to drive further growth in these segments in the coming years.
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This educational series utilized by our employees discussing topics such as bias, micro-inequities, and Tronox's role in supporting D&I. In addition, in 2022, our D&I regional chapters implemented initiatives that reflected our focus on D&I.
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Additionally, we have 11 trademark registrations in the U.S. and 3 trademark applications in the U.S., as well as 312 trademark counterpart registrations and applications in foreign jurisdictions. We also rely upon our unpatented proprietary technology, know-how and other trade secrets.
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Based on actions taken in 2021 and 2022, we are now targeting a 35% reduction in emissions intensity by 2025 and a 50% reduction in emissions intensity by 2030. It is our long-term goal to achieve “net zero” carbon emissions by 2050. In 2023, we received a Gold Rating by EcoVadis in recognition of our sustainability efforts.
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For instance, during 2023, we created and launched a 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 2023, our D&I regional chapters focused on implementing global initiatives around cultural awareness and young talent programs.
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To this end, in 2023, we completed a global organization culture survey. As a result of such survey, we gained further insight of the performance measures that link our culture to high performance.
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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.
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In March 2022 we announced a 200 MW solar energy project in South Africa that was expected to reduce our global Scope 1 and 2 emissions by approximately 13% commencing in the first quarter 2024. As of the date hereof, we currently expect this solar energy project to be fully on-line during the first-half of 2024.
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We believe this project will be among South Africa’s first large-scale renewable energy projects since deregulation of the private electricity market in February 2022. In addition, during 2024, we anticipate announcing a second large renewable energy project in South Africa.
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When we set our 2025 carbon reduction target of 35% we anticipated that this project would be on-line during 2025; however, the timeline for this second renewable energy project has been delayed by factors beyond the Company's control.
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We anticipate the timeline to achieve the 35% emissions intensity reduction by 2025 will be updated to reflect our latest views on various project timelines. It remains our long-term goal to achieve “net zero” carbon emissions by 2050.
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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. In 2023, we received a Gold Rating by EcoVadis in recognition of our sustainability efforts.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

50 edited+20 added−16 removed192 unchanged
Biggest changeAs such, Cristal Inorganic 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 Inorganic may not always coincide with our interests or the interests of our other shareholders.
Biggest change(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.
Factors that affect the price of our products include, among other things: • overall economic conditions; 12 TABLE OF CONTENTS • 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 TiO 2 and zircon, including the price of natural gas, electricity and pet coke; • domestic and foreign governmental relations, tariffs or other trade disputes, regulations and taxes; • political conditions or hostilities and unrest in regions where we manufacture and/or export our TiO 2 , zircon and feedstock/other products; and • major public health issues, such as COVID-19, which could cause, among other things, macroeconomic disruptions.
Factors that affect the price of our products include, among other things: • 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 TiO 2 and zircon, including the price of natural gas, electricity and pet coke; • domestic and foreign governmental relations, tariffs or other trade disputes, regulations and taxes; • political conditions or hostilities and unrest in regions where we manufacture and/or export our TiO 2 , zircon and feedstock/other products; and • major public health issues, such as COVID-19, which could cause, among other things, macroeconomic disruptions.
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 24 TABLE OF CONTENTS 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.
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.
Although we believe we have sufficient protection of our approximately $4.3 billion of NOLs and/or approximately $769 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.
Although we believe we have sufficient protection of our approximately $4.3 billion of NOLs and/or approximately $646 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.
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 Inorganic 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”).
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”).
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 340,000 gigajoules of Sasol gas, which is available only from Sasol Limited.
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 280,000 gigajoules of Sasol gas, which is available only from Sasol Limited.
We have operations in jurisdictions around the globe which subjects us to a number of risks, including: 15 TABLE OF CONTENTS • 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, 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 conflict, 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.
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, 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.
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 25 TABLE OF CONTENTS 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.
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.
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.
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 20 TABLE OF CONTENTS mine may have a material adverse effect on our future business operations and financial performance.
The implementation of our digital transformation involves numerous risks, including (i) new information and operational technologies and systems not being properly designed, integrated, managed and implemented or a 18 TABLE OF CONTENTS 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.
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.
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.
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 25 TABLE OF CONTENTS transferee of the shares.
For instance, in the fourth quarter of 2022, the region of New South Wales, Australia where our Ginkgo and Atlas Campaspe mining operations are located experienced historic flooding which has 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.
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.
For example, since 2011, a number of countries in the Middle East region have witnessed 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.
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.
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 16 TABLE OF CONTENTS primary area of unrest was near to our KZN operations.
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.
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 14 TABLE OF CONTENTS external services and service providers.
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.
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.
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. 24 TABLE OF CONTENTS Although we do not anticipate being subject to the U.K.
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.
A prolonged drought in a 21 TABLE OF CONTENTS 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.
In addition, 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.
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.
This requirement could have a significant impact on our flexibility in managing costs and responding to market changes. 22 TABLE OF CONTENTS 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.
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.
However, there is no assurance that DMRE may not enact new legislation that would undermine the court's ruling regarding the applicability of "once 19 TABLE OF CONTENTS empowered always empowered" to the renewal and transfer of mining rights.
However, there is no assurance that DMRE may not enact new legislation that would undermine the court's ruling regarding the applicability of "once empowered always empowered" to the renewal and transfer of mining rights.
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, 2022, our total principal amount of debt was approximately $2.5 billion.
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, 2023, our total principal amount of debt was approximately $2.8 billion.
In the event that the European Commission appeals the ruling and its ultimately successful, the classification of TiO 2 as a Category 2 Carcinogen could impact our business by inhibiting the marketing of products containing TiO 2 to consumers, and subject our manufacturing operations to new regulations that could increase costs.
In the event that the European Commission's appeal is ultimately successful, the classification of TiO 2 as a Category 2 Carcinogen could impact our business by inhibiting the marketing of products containing TiO 2 to consumers, and subject our manufacturing operations to new regulations that could increase costs.
For instance, in 2020 we began the implementation of a multi-year global digital transformation, known as Project newTRON, that includes the acquisition and implementation of new operational and financial systems, technology and processes, including a global ERP system.
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.
Prior to Mining Charter III, BEE in the South African mining sector was governed by Mining Charter II. Under Mining Charter II, our South African operations were “empowered” by a 26% ownership interest in two of our South African subsidiaries by Exxaro Resources Limited ("Exxaro") which prior to 2017 was greater than 50% owned by historically disadvantaged South Africans.
Under Mining Charter II, our South African operations were “empowered” by a 26% ownership interest in two of our South African subsidiaries by Exxaro Resources Limited ("Exxaro") which prior to 2017 was greater than 50% owned by historically disadvantaged South 19 TABLE OF CONTENTS Africans.
However, in November 2022, the European Court of Justice annulled the European Commission's classification of TiO 2 as a carcinogen primarily on the basis that there was no evidence that TiO 2 may cause cancer when inhaled. As of the date hereof, the European Commission has not appealed such decision.
However, in November 2022, the European Court of Justice annulled the European Commission's classification of TiO 2 as a carcinogen primarily on the basis that there was no evidence that TiO 2 may cause cancer when inhaled. The European Commission is currently appealing such decision.
Our future effective tax rate could be affected by changes in statutory rates and other legislative changes, or changes in determinations regarding the jurisdictions in which we are subject to tax.
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.
Our results of operations may be adversely affected by fluctuations in currency exchange rates. 17 TABLE OF CONTENTS 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.
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.
The markets for many of our products have seasonally affected sales patterns. Historically, the demand for our products is subject to seasonal fluctuations. TiO 2 is widely used in paint and other coatings where demand increases prior to the painting season in the Northern Hemisphere (spring and summer).
Historically, the demand for our products is subject to seasonal fluctuations. TiO 2 is widely used in paint and other coatings where demand increases prior to the painting season in the Northern Hemisphere (spring and summer).
Also, Cristal Inorganic 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.
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 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. Such shipment delays at the port of Richards Bay continued in 2022, and we believe such delays may continue in 2023 and beyond.
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.
Certain regions of South Africa have experienced in the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas.
For instance, we use significant amounts of water in our South Africa operations. Certain regions of South Africa have experienced in the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas.
As such, any prolonged downturn in China could have a material adverse effect on our business and financial results. The price of our products, in particular, TiO 2 , 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.
As such, any prolonged economic downturn in China could result in reduced zircon and TiO 2 demand in China which could have a material adverse effect on our business and financial results. The price of our products, in particular, TiO 2 , zircon, and pig iron, have been, and in the future may be, volatile.
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. 21 TABLE OF CONTENTS In addition, companies across all industries are facing increasing scrutiny relating to their ESG policies.
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.
As the costs of raw materials, utilities, transportation and similar costs rise, 13 TABLE OF CONTENTS 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.
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 global market for TiO 2, zircon and pig iron have been volatile, and those markets are likely to remain volatile in the future. Prices for TiO 2, 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.
Prices for TiO 2, 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.
Increased volatility and any consequential civil unrest may result in production stoppages and/or the destruction of assets which comprise our South African operations, any of which could have a material adverse effect on our business, financial condition and results of operations.
Increased volatility, related civil unrest and further deterioration in the security situation may result in 17 TABLE OF CONTENTS 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.
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.
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.
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.
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.
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.
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. 18 TABLE OF CONTENTS Certain of our indebtedness facilities and senior notes include requirements relating to the ratio of adjusted EBITDA to indebtedness or certain fixed charges.
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.
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. 13 TABLE OF CONTENTS 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 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.
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. 22 TABLE OF CONTENTS 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.
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.
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. 23 TABLE OF CONTENTS 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.
We face significant competition from major international and smaller regional competitors, especially producers in China. Chinese producers have significantly expanded their production capacity in recent years and have also commenced the commercial production of TiO 2 via chloride technology.
We face significant competition from major international and smaller regional competitors, especially producers in China. Chinese producers have significantly expanded their TiO 2 production capacity in recent years and the volume of their exports, including via chloride technology, as well as have publicly announced their intention to continue to expand their TiO 2 production capacity and aggressive exports efforts.
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. 23 TABLE OF CONTENTS As of December 31, 2022, Cristal Inorganic, an affiliate of Cristal owned approximately 24% of our outstanding ordinary shares.
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, 2023, Cristal International Holdings B.V.
In particular, changes to product safety regulations could limit the use of, and demand for, our TiO 2 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. 20 TABLE OF CONTENTS For instance, in 2020, the European Commission adopted a regulation classifying certain forms of TiO 2 with a particular aerodynamic diameter as a Category 2 carcinogen by inhalation.
In particular, changes to product safety regulations could limit the use of, and demand for, our TiO 2 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.
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.
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.
To maintain TiO 2 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.
To maintain TiO 2 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. 15 TABLE OF CONTENTS 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.
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.
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.
Zircon producers generally compete on the basis of price, quality, logistics, delivery, payment terms and consistency of supply. Within the end-use markets in which we compete, competition between products is intense.
Within the end-use markets in which we compete, competition between products is intense.
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 industries and the end-use markets into which we sell our products experience periodic technological change and product improvement.
Removed
In addition, Chinese producers have publicly announced their intention to continue to expand their TiO 2 production capacity, including via chloride technology.
Added
Price declines for our products will negatively affect our financial position and results of operations. 12 TABLE OF CONTENTS Historically, the global market for TiO 2, zircon and pig iron have been volatile, and those markets are likely to remain volatile in the future.
Removed
The risk of substitution from these Chinese producers by our customers could increase as these Chinese producers expand their use of chloride technology, improve the quality of their chloride technology, and continue to improve the quality of their sulfate products. Moreover, we compete with a large number of mining companies with respect to zircon.
Added
We regard their product quality and technology as substantially on par with non-Chinese producers, particularly with respect to their chloride TiO 2 . Moreover, the increased Chinese TiO 2 production capacity, along with the current economic downturn in China, is resulting in increasing quantities of TiO 2 being exported to other regions of the world in which we compete.
Removed
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.
Added
Currently, the United States government, pursuant to Section 301 of the Trade Act of 1974, has imposed a 25% duty on TiO 2 products imported into the United States from China. Although we expect such 25% duty to continue to be imposed, there is no assurance that it will not be removed in the future.
Removed
For instance, in 2022, we experienced a fire at the mineral separation facility at our KZN operations in South Africa which impacted our financial results.
Added
Any removal of the existing duty could cause additional imports of Chinese-produced TiO 2 into the U.S. which may impact our business, financial condition and results of operations.
Removed
In addition, the Slagger, that is subject to the Option or Put (as defined elsewhere herein), is located in Jazan, KSA near the border between KSA and Yemen which has been subject to rocket attacks from armed rebel groups fighting the KSA military in Yemen. Further attacks could materially adversely affect our business and operating results.
Added
In addition, in November 2023, the European Commission officially initiated an anti-dumping proceeding to investigate whether imports of TiO 2 from China have been dumped into the European Union market and whether they have caused material injury to the EU TiO 2 industry.
Removed
Certain of our indebtedness facilities and senior notes include requirements relating to the ratio of adjusted EBITDA to indebtedness or certain fixed charges.
Added
We understand that the investigative process typically takes 12-14 months and there is no assurance that the outcome will result in duties being imposed on TiO 2 imports from China. We compete with a large number of mining companies with respect to zircon.
Removed
Additionally, we entered into the Option Agreement with AMIC pursuant to which AMIC granted us an option to acquire 90% of a SPV, to which AMIC’s ownership in the Slagger will be contributed together with $322 million of indebtedness currently held by AMIC.
Added
Zircon producers generally compete on the basis of price, quality, logistics, delivery, payment terms and consistency of supply. Moreover, the increased Chinese zircon production capacity, along with the current economic downturn in China, is resulting in increasing quantities of zircon being exported to other regions of the world in which we compete.
Removed
Upon exercise of the Option or Put, there can be no assurance that we may assume this indebtedness and may need to obtain funding to repay it at maturity. In the event we require any additional financing, such financing may not be available when needed on terms favorable to us, or at all.
Added
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.
Removed
If we are unable to obtain adequate funds on acceptable terms, we may be unable to maintain, expand or lower the operating costs of our facilities or take advantage of future opportunities or respond to competitive pressures, which could harm our results of operations, financial condition and business prospects.
Added
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.
Removed
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.
Added
For instance, in 2023, as a result of a fire at the supplier of 100% of our Botlek, Netherlands TiO 2 pigment plant's steam needs, such plant was forced to be taken offline for several months which impacted our 2023 financial 14 TABLE OF CONTENTS results.
Removed
Such flooding had an adverse effect on our business, financial condition and results of operations in 2022 and we believe will also have an impact to our 2023 financial results.
Added
Such shipment delays at the 16 TABLE OF CONTENTS port of Richards Bay continued in 2022 and 2023, and we believe such delays may continue in 2024 and beyond.
Removed
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.
Added
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.
Removed
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.
Added
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 TiO 2 exports out of our Yanbu plant.
Removed
We obtained previous shareholder authority to allot additional shares for a period of five years from February 25, 2019, which authorization will need to be renewed at least upon expiration (five years from February 25, 2019) but may be sought more frequently for additional five-year terms (or any shorter period).
Added
Our results of operations may be adversely affected by fluctuations in currency exchange rates.
Removed
We obtained previous shareholder authority to disapply statutory pre-emption rights for a period of five years from February 25, 2019, which disapplication will need to be renewed upon expiration (i.e., at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).
Added
Prior to Mining Charter III, BEE in the South African mining sector was governed by Mining Charter II.

… 6 more changes not shown on this page.

Item 2. Properties

Properties — owned and leased real estate

24 edited+150 added−36 removed46 unchanged
Biggest changeTRONOX MINERAL SANDS - 2022 RESOURCES MINE / DEPOSIT Resource Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Change (+/-) from 2021 (%) 1 Namakwa Sands Dry Mine - Western Cape RSA Measured 104 8.0 % 30.2 5.9 6.9 Indicated 86 6.5 % 28.3 5.6 6.9 Measured + Indicated 190 7.3 % 29.3 5.8 6.9 Inferred 110 5.5 % 35.1 8.1 6.6 Total 300 6.7 % 31.4 6.6 6.7 (1.9) KZN Sands Hydraulic Mine - KwaZulu-Natal RSA Measured 48 4.2 % 64.3 8.1 7.7 Indicated 1 2.0 % 53.5 7.0 7.5 Measured + Indicated 49 4.1 % 64.1 8.1 7.6 Inferred 56 3.4 % 54.6 6.9 7.1 Total 105 3.7 % 59.1 7.4 7.3 (2.0) Cooljarloo – Dredge Mine - Western Australia Measured 10 1.6 % 59.3 7.7 9.8 Indicated 282 1.5 % 61.4 6.7 10.5 Measured + Indicated 292 1.5 % 61.3 6.8 10.4 Inferred 12 2.9 % 58.0 7.3 9.0 Total 304 1.6 % 61.1 6.8 10.4 3.9 Dongara Planned Dry Mine - Western Australia Measured 109 4.1 % 50.2 9.0 10.8 Indicated 31 3.5 % 53.7 9.1 12.4 Measured + Indicated 140 3.9 % 52.0 9.1 11.6 Inferred 46 3.7 % 56.1 8.9 9.2 Total 186 3.9 % 52.1 9.0 10.7 4.2 Atlas-Campaspe Dry Mine - New South Wales Australia Measured 27 2.5 % 58.8 10.9 11.7 Indicated — — % — — — Measured + Indicated 27 2.5 % 58.8 10.9 11.7 Inferred 83 3.1 % 60.1 5.8 13.1 Total 110 3.0 % 59.8 6.9 12.8 (3.2) Port Durnford - KwaZulu-Natal RSA Measured 143 4.5 % 67.6 6.0 9.3 Indicated 340 4.1 % 67.4 6.1 9.3 Measured + Indicated 483 4.2 % 67.5 6.1 9.3 Inferred 466 3.5 % 71.8 6.3 10.0 34 TABLE OF CONTENTS Total 949 3.9 % 69.4 6.2 9.6 0.0 Wonnerup Dry Mine - Western Australia Measured 13 4.6 % 77.5 12.0 8.8 Indicated 6 4.8 % 86.9 3.3 7.6 Measured + Indicated 19 4.6 % 80.5 9.2 8.4 Inferred 3 4.4 % 84.0 4.0 8.3 Total 22 4.6 % 81.0 8.5 8.4 (6.4) Ginkgo-Crayfish Dredge/ Dry Mines - New South Wales Australia Measured 78 1.3 % 47.9 18.2 12.4 Indicated — — % — — — Measured + Indicated 78 1.3 % 47.9 18.2 12.4 Inferred 59 1.1 % 47.9 17.9 13.0 Total 137 1.2 % 47.9 18.1 12.6 (1.0) Kara/Cylinder - New South Wales Australia Measured — — % — — — Indicated 165 4.4 % 49.4 12.9 12.0 Measured + Indicated 165 4.4 % 49.4 12.9 12.0 Inferred 26 2.8 % 54.4 24.4 14.2 Total 191 4.1 % 49.8 13.9 12.2 (4.7) Total Resources Measured 532 4.4 % 49.9 7.5 8.8 Indicated 911 3.6 % 55.6 7.7 9.7 Measured + Indicated 1,443 3.9 % 53.2 7.6 9.3 Inferred 861 3.5 % 60.6 7.5 9.5 Total 2,304 3.8 % 55.8 7.6 9.4 (0.2) 1 Changes are predominantly due to depletion as a result of mining offset by increases at Cooljarloo and Dongara due to re-estimation.
Biggest changeTRONOX MINERAL SANDS - 2023-2022 RESOURCES (1) 2023 2022 MINE / DEPOSIT Resource Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Change (+/-) from 2022 (% )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 112 7.0 % 32.6 6.1 7.8 104 8.0 % 30.2 5.9 6.9 Indicated 84 6.5 % 28.3 5.6 6.9 86 6.5 % 28.3 5.6 6.9 Measured + Indicated 196 6.7 % 30.8 5.9 7.4 190 7.3 % 29.3 5.8 6.9 Inferred 110 5.5 % 35.1 8.1 6.6 110 5.5 % 35.1 8.1 6.6 Total 306 6.3 % 32.3 6.7 7.1 2.0 300 6.7 % 31.4 6.6 6.7 KZN Sands Hydraulic Mine - KwaZulu-Natal RSA (3) Measured 38 4.1 % 63.5 9.4 7.7 48 4.2 % 64.3 8.1 7.7 Indicated — — % — — — 1 2.0 % 53.5 7.0 7.5 Measured + Indicated 38 4.1 % 63.5 9.4 7.7 49 4.1 % 64.1 8.1 7.6 Inferred 55 3.4 % 54.6 7.1 7.1 56 3.4 % 54.6 6.9 7.1 Total 93 3.7 % 58.2 8.0 7.4 (11.4) 105 3.7 % 59.1 7.4 7.3 Cooljarloo – Dredge Mine - Western Australia (4) Measured 1 0.9 % 54.9 7.2 9.3 10 1.6 % 59.3 7.7 9.8 Indicated 282 1.5 % 61.3 6.7 10.5 282 1.5 % 61.4 6.7 10.5 Measured + Indicated 283 1.5 % 61.3 6.7 10.5 292 1.5 % 61.3 6.8 10.4 Inferred 12 2.9 % 58.0 7.3 9.0 12 2.9 % 58.0 7.3 9.0 Total 295 1.6 % 61.2 6.8 10.4 (2.9) 304 1.6 % 61.1 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 TABLE OF CONTENTS Indicated — — % — — — — — % — — — Measured + Indicated 27 2.5 % 58.8 10.9 11.7 27 2.5 % 58.8 10.9 11.7 Inferred 83 3.1 % 60.1 5.8 13.1 83 3.1 % 60.1 5.8 13.1 Total 110 3.0 % 59.8 6.9 12.8 0.0 110 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 % 67.5 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 Wonnerup Dry Mine - Western Australia (8) Measured — — % — — — 13 4.6 % 77.5 12.0 8.8 Indicated — — % — — — 6 4.8 % 86.9 3.3 7.6 Measured + Indicated — — % — — — 19 4.6 % 80.5 9.2 8.4 Inferred — — % — — — 3 4.4 % 84.0 4.0 8.3 Total — — % — — — (100.0) 22 4.6 % 81.0 8.5 8.4 Ginkgo-Crayfish Dredge/ Dry Mines - New South Wales Australia (9) Measured — — % — — — 78 1.3 % 47.9 18.2 12.4 Indicated — — % — — — — — % — — — Measured + Indicated — — % — — — 78 1.3 % 47.9 18.2 12.4 Inferred — — % — — — 59 1.1 % 47.9 17.9 13.0 Total — — (100.0) 137 1.2 % 47.9 18.1 12.6 Kara/Cylinder - New South Wales Australia (10) 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 % 54.4 24.4 14.2 Total 191 4.1 % 49.5 13.5 12.2 0.0 191 4.1 % 49.8 13.9 12.2 Total Resources Measured 430 4.9 % 50.2 7.1 9.0 532 4.4 % 49.9 7.5 8.8 Indicated 902 3.5 % 55.4 7.7 9.8 911 3.6 % 55.6 7.7 9.7 Measured + Indicated 1,332 4.0 % 53.3 7.5 9.5 1,443 3.9 % 53.2 7.6 9.3 Inferred 798 3.7 % 60.6 7.1 9.4 861 3.5 % 60.6 7.5 9.5 Total 2,130 3.9 % 56.0 7.4 9.4 (7.6) 2,304 3.8 % 55.8 7.6 9.4 (See footnotes below the following table.) TRONOX MINERAL SANDS - 2023-2022 RESERVES 35 TABLE OF CONTENTS 2023 2022 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 2022 (%) 1 Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Proven 121 7.2 % 37.8 8.8 9.1 136 7.4 % 37.6 8.7 9.0 Probable 545 5.7 % 51.6 10.7 10.8 551 5.4 % 53.8 11.2 11.4 Total Reserves 666 5.9 % 48.6 10.3 10.5 (3.0) 687 5.8 % 49.7 10.6 10.8 KZN Sands Hydraulic Mine KwaZulu-Natal RSA (3) Proven 187 5.6 % 61.3 7.6 7.5 198 5.6 % 61.7 7.4 7.6 Probable 15 3.9 % 54.8 5.6 7.3 11 3.7 % 51.8 5.0 7.0 Total Reserves 202 5.5 % 61.0 7.5 7.5 (2.9) 209 5.5 % 61.3 7.3 7.6 Cooljarloo – Dredge Mine - Western Australia (4) Proven 177 1.7 % 61.9 7.7 11.0 210 1.6 % 61.5 7.7 10.7 Probable 130 2.0 % 60.5 8.3 12.3 130 2.0 % 60.5 8.3 12.3 Total Reserves 307 1.8 % 61.2 8.0 11.6 (9.7) 340 1.8 % 61.1 8.0 11.4 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Proven 107 6.0 % 60.7 11.5 12.7 110 6.3 % 60.7 11.8 12.5 Probable — — % — — — — — % — — — Total Reserves 107 6.0 % 60.7 11.5 12.7 (2.2) 110 6.3 % 60.7 11.8 12.5 Wonnerup Dry Mine - Western Australia (8) Proven 7 5.4 % 71.1 18.4 9.4 9 5.3 % 70.1 19.1 9.6 Probable 4 5.7 % 77.0 11.9 8.9 4 5.7 % 77.5 11.4 8.8 Total Reserves 11 5.5 % 73.3 15.9 9.2 (16.2) 13 5.4 % 72.6 16.5 9.4 Ginkgo Dredge/ Dry Mines - New South Wales Australia (9) Proven 4 1.3 % 57.1 13.0 13.2 26 1.9 % 51.5 16.3 12.7 Probable — — — — — — — % — — — Total Reserves 4 1.3 % 57.1 13.0 13.2 (84.7) 26 1.9 % 51.5 16.3 12.7 Total Reserves Proven 603 4.8 % 54.3 9.0 9.5 689 4.7 % 54.0 9.1 9.5 Probable 694 5.0 % 52.5 10.4 10.9 696 4.7 % 54.4 10.9 11.4 Total Reserves 1,297 4.9% 53.3 9.8 10.2 (6.2) 1,385 4.7% 54.2 10.0 10.5 1.
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 mineral separation plant (MSP) in Koekenaap.
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.
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. 27 TABLE OF CONTENTS Figure 1 Showing global site and offices including locations with resources and reserves.
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 TABLE OF CONTENTS Figure 1 Showing global site and offices including locations with resources and reserves.
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 32 TABLE OF CONTENTS 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 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 internally sourced titanium mineral products provide a secure, long-term low-cost supply of high-grade feedstock for our TiO 2 pigment manufacturing facilities. 26 TABLE OF CONTENTS 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.
Our internally sourced titanium mineral products provide a secure, long-term low-cost supply of high-grade feedstock for our TiO 2 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.
Cooljarloo Dredge Mine reserves include Cooljarloo and Cooljarloo West 35 TABLE OF CONTENTS 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.
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.
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 Valuable Heavy Minerals (“VHM”).
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.
Mineral Tenure - Australia 29 TABLE OF CONTENTS 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.
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.
Item 2. Properties Below are our primary offices and facilities at December 31, 2022. 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.
Item 2. Properties SUMMARY DISCLOSURE Below are our primary offices and facilities at December 31, 2023. 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.
The KZN operations have an open pit hydraulic mine at Fairbreeze with a primary gravity concentration plant, a mineral separation plant at nearby Empangeni alongside a two-furnace smelter complex, and export facilities at the port of Richards Bay.
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 2022, 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.
In 2023, we produced concentrates of ilmenite, rutile, leucoxene, and zircon from five operations: 28 TABLE OF CONTENTS – 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.
The tenements cover approximately 524,400 hectares (2,025 sq miles). Three mining leases west of Pooncarie, NSW cover approximately 6,720 hectares (16,605 acres) surrounding our active mines at Ginkgo, Crayfish and rehabilitation site at Snapper. One mining lease of 2,330 hectares is at the Atlas Campaspe mining project in NSW.
The tenements cover approximately 524,400 hectares (2,025 sq miles). Three mining leases west of Pooncarie, NSW cover approximately 6,720 hectares (16,605 acres) surrounding our active mines at Ginkgo, Crayfish and rehabilitation site at Snapper.
Abbreviations, Definitions, and Notations One metric tonne = 1.10231 short tons Reserves —mineralized material inclusive of dilution, determined to be economically and legally exploitable as of December 31, 2022, classified as either Probable Reserves or Proven Reserves, based on level of confidence.
Abbreviations, Definitions, and Notations Reserves —mineralized material inclusive of dilution, determined to be economically and legally exploitable as of December 31, 2023, classified as either Probable Reserves or Proven Reserves, based on level of confidence.
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.
One mining lease of 2,330 hectares is at the Atlas Campaspe mining project in NSW. 32 TABLE OF CONTENTS 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 following tables summarize our reserves and resources as well as their contained in situ THM and HM assemblages as of December 31, 2022.
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, 2023 based on long-term price assumptions.
Typical VHM assemblages include the titanium-iron oxide mineral, ilmenite (FeTiO 3 ); rutile, a premium TiO 2 feedstock mineral; leucoxene, a natural alteration product of weathered ilmenite; and zircon, a zirconium silicate (ZrSiO 4 ) valuable for its use in a diverse range of industrial and construction applications.
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.
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.
Given the increasing importance of monazite, we are evaluating new processes to better understand the grade and recoverability of monazite in our mining tenements.
The Gingko and Crayfish mines are expected to be mined until early 2024. During 2022, commissioning of the Atlas Campaspe mine continued and we expect will ramp up to full production in early 2023.
The Gingko and Crayfish mines are expected to be mined until mid-2024. Construction at Atlas commenced in 2022 and ramped up to full production in the first quarter of 2023.
The summary table of our reserves below have been determined to be economically-exploitable by individuals competent and qualified to act under the new disclosure requirements as “Qualified Persons”.
The following tables have been determined to be economically- exploitable by individuals 33 TABLE OF CONTENTS 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.
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.
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.
These amendments were intended to modernize the disclosure requirements for properties owned or operated by mining companies to provide investors with a more comprehensive understanding of a registrant’s mining properties. 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.
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.
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.
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.
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.
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.
Further description of each of our mining projects described above are included in our exhibit filings. Heavy Mineral Reserves 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.
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.
Removed
The following table lists our TiO 2 pigment production facilities and capacity (in metric tonnes per year), by location: Facility Production TiO2 Capacity Process Hamilton, Mississippi, USA TiO 2 225,000 Chloride Yanbu, Saudi Arabia TiO 2 200,000 Chloride Stallingborough, England, United Kingdom TiO 2 165,000 Chloride Kwinana, Western Australia TiO 2 150,000 Chloride Kemerton, Western Australia TiO 2 110,000 Chloride Botlek, the Netherlands TiO 2 90,000 Chloride Salvador, Bahia, Brazil TiO 2 60,000 Sulphate Fuzhou, Jiangxi Province, China TiO 2 46,000 Sulphate Thann, Alsace, France TiO 2 32,000 Sulphate Mineral Properties Reporting of Reserves and Resources U.S. registrants are required to report resources and reserves in accordance with the amendments finalized in February 2019 to Item 102 of Regulation S-K(Subpart 1300).
Added
The following table lists our TiO 2 pigment production facilities and capacity (in metric tonnes per year), by location: Facility Production TiO2 Capacity Process Hamilton, Mississippi, USA TiO 2 225,000 Chloride Yanbu, Saudi Arabia TiO 2 200,000 Chloride Stallingborough, England, United Kingdom TiO 2 165,000 Chloride Kwinana, Western Australia TiO 2 150,000 Chloride Kemerton, Western Australia TiO 2 110,000 Chloride Botlek, the Netherlands TiO 2 90,000 Chloride Salvador, Bahia, Brazil TiO 2 60,000 Sulfate Fuzhou, Jiangxi Province, China TiO 2 46,000 Sulfate Thann, Alsace, France TiO 2 32,000 Sulfate Aggregate Annual Production TRONOX MINERAL SAND - AGGREGATE MINERAL PRODUCTION FOR THE PAST THREE YEARS (metric tonnes per year) 30 TABLE OF CONTENTS Product 2023 2022 2021 Rutile (1) Australia Cooljarloo 15,453 18,850 25,519 Atlas-Campaspe 61,576 — — South Africa Namakwa Sands 27,929 31,304 28,994 KZN Sands 18,427 16,326 21,478 All Other Properties 29,154 92,644 65,603 Total 152,539 159,124 141,594 Ilmenite (2) Australia Cooljarloo 126,675 143,049 185,481 Atlas-Campaspe 172,079 — — South Africa Namakwa Sands 532,538 567,050 408,471 KZN Sands 318,771 290,407 429,271 All Other Properties 94,649 155,593 167,758 Total 1,244,712 1,156,099 1,190,981 Zircon (3) Australia Cooljarloo 18,995 21,694 27,490 Atlas-Campaspe 25,763 — — South Africa Namakwa Sands 89,803 107,967 112,844 KZN Sands 30,974 31,839 40,368 All Other Properties 14,376 38,233 39,123 Total 179,911 199,733 219,825 HMC (4) Australia Cooljarloo 231,969 265,982 316,942 Atlas-Campaspe 398,607 — — South Africa Namakwa Sands 2,350,156 1,576,618 1,663,243 KZN Sands 509,778 429,521 498,502 All Other Properties 202,249 321,902 436,146 Total 3,692,759 2,594,023 2,914,833 ________________ (1) includes natural rutile + leucoxene (2) includes multiple grades of TiO 2 grades of ilmenite (3) includes multiple grades of zircon (4) HMC = Heavy Mineral Concentrate Mineral Properties Mining and Mineral Tenure 31 TABLE OF CONTENTS 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.
Removed
This constitutes a Life-of-Mine-Plan 28 TABLE OF CONTENTS (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.
Added
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.
Removed
To satisfy the disclosure rules the nominal cut-off grades used to define resources are, generally: 0.3% zircon at Namakwa Sands; 1.5% ilmenite at KZN Sands; 1.0% Total Heavy Minerals (“THM”) at our Northern Operations, Western Australia, 3% THM at our Southern Operations, Western Australia, and 1% THM at our Eastern Operations, Murray Basin, Australia.
Added
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.
Removed
Actual cut-off grades applied in estimates can vary according to numerous factors, such as mining method, overburden: ore ratios, and heavy mineral (“HM”) assemblage quality.
Added
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.
Removed
Mining and Mineral Tenure 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.
Added
The decrease in resources at all operating sites in 2023 as compared to 2022 is primarily attributed to mining depletion.
Removed
TRONOX MINERAL SAND - 2022 AGGREGATE MINERAL PRODUCTION FOR THE PAST THREE YEARS (metric tonnes per year) 30 TABLE OF CONTENTS Product 2022 2021 2020 Rutile (1) 159,124 141,594 168,258 Ilmenite (2) 1,156,099 1,190,981 1,188,051 Zircon (3) 199,733 219,825 245,471 ________________ (1) includes natural rutile + leucoxene (2) includes multiple grades of TiO 2 grades of ilmenite (3) includes multiple grades of zircon Namakwa Sands, Western Cape, South Africa Our heavy mineral sand operations in South Africa include similar material flows from integrated mine-mineral separation-smelter value chains on the west and east coasts of South Africa.
Added
In addition, as of December 31, 2023 the remaining resources for Crayfish, Ginkgo and Wonnerup were removed from the resources table because they were considered unlikely to ever be economically viable due to their being either too low in grade, too deeply buried, sterilized by previous mining operations or located within environmentally sensitive locations.
Removed
Both Namakwa, Western Cape and KZN Sands, KwaZulu-Natal produce smelter products of titanium slag and pig iron from ilmenite, plus commercial grades of zircon and high-grade rutile + leucoxene concentrates. Ore is excavated from two open-pit dry mines and delivered by trucks and conveyors to two primary wet concentration plants.
Added
The decrease in reserves at all operating sites in 2023 as compared to 2022 is primarily attributed to mining depletion. In July 2023, mining ceased at Crayfish due to poor project economics. The remaining Crayfish material was removed from reserves.
Removed
Heavy Mineral Concentrate is separated into magnetic and non-magnetic fractions at a secondary concentration plant at the mine. The two fractions are further processed at a mineral separation plant 52 km south at Koekenaap.
Added
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.
Removed
Ilmenite, rutile and zircon are transported by rail from Koekenaap to Saldanha Bay, where ilmenite is smelted in a two-furnace complex into titanium slag and pig iron. Chloride-grade slag, slag fines, pig iron, rutile and zircon are exported from our dedicated facilities at the Saldanha Bay deep-water port, approximately 150 km north of Cape Town.
Added
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.
Removed
The Namakwa Sands HM deposit occupies an ellipsoidal area of 15 kilometers northeasterly by 4 km wide and is interpreted to be an ancient dune complex shaped by prevailing winds at the time of its formation. Repetitive cycles of erosion from crystalline source rock, fluvial transport and prolonged reworking by water and wind formed the deposit.
Added
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.
Removed
The Namakwa Sands heavy mineral assemblage is heterogeneous, creating challenges to efficient recovery of valuable heavy minerals. KZN Sands, KwaZulu-Natal, South Africa KZN Sands operates the open-cut Fairbreeze mine, just south of the coastal town of Mtunzini, the Central Processing Complex, 30 km west of Richards Bay, and bulk export facilities at the port of Richards Bay.
Added
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.
Removed
The Fairbreeze deposit is hosted by deeply weathered “Berea-type” sands which are mined using a hydraulic mining technique supported by track dozing. The hydraulic mining technique was pioneered for HMS mining at our nearby Hillendale mine, where rehabilitation is now complete.
Added
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.
Removed
High-pressure water jets disaggregate the fine-grained sand into a slurry that flows by gravity to a central collection caisson and is pumped to a primary wet plant to produce HMC. This HMC is hauled by truck 45 km to the Empangeni CPC for separation into commercial zircon and rutile concentrates, and ilmenite feed for the adjacent two-furnace smelter.
Added
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.
Removed
Except for local consumption of some pig iron, all saleable products are exported from Richards Bay, including high-grade titanium feedstocks for our TiO 2 pigment plants.
Added
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 TABLE OF CONTENTS 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.
Removed
The Fairbreeze deposit is hosted by a complex of strandline/paleo-dune couplets, approximately two kilometers inland from the modern coastline, forming an elongate ridge extending 12 km south-southwesterly from the town of Mtunzini with a maximum width of approximately two kilometers. No overburden is present.
Added
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.
Removed
Modern erosion has dissected the deposit into five discrete ore bodies As with all heavy mineral sand deposits, iron-titanium oxides, rutile, zircon and other minerals in the HM assemblage at Fairbreeze are inherited from their source rock provenance and modified by selective sorting during deposition. Probable source rocks for the HM are the Natal Metamorphic Province and younger rift-related basalts.
Added
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).
Removed
Northern Operations, Western Australia Our mineral properties of the coastal plain of Western Australia are located within two historically important heavy mineral provinces. Our combined Cooljarloo dredge mine and planned Cooljarloo West dredge mine, 170 km north of Perth, contain proven and probable reserves shown in the tables below.
Added
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.
Removed
Two dredges in a single pond feed an ore slurry to a floating gravity concentrator to produce HMC, which is hauled by trucks 110 km south to our Chandala metallurgical complex near Muchea, 60 km north of Perth, for the recovery of ilmenite, rutile, leucoxene and zircon.
Added
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.
Removed
Ilmenite is upgraded at Chandala to SR, a high-TiO 2 feedstock for our Kwinana and other TiO 2 pigment plants 31 TABLE OF CONTENTS The mining of low-grade ore at Cooljarloo is supported by economies of scale, low-cost dredging, a high-quality VHM suite that constitutes nearly 80% of THM, and good processing characteristics of the ilmenite in its conversion to SR.
Added
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.
Removed
Upon exhaustion of Cooljarloo ore, the dredge mine will relocate to nearby Cooljarloo West, where reserves from three-ore bodies contain an estimated 2.6 million tonnes of in-place heavy minerals.
Added
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.
Removed
At Dongara, multiple studies, drilling, and dry-mining optimization over the past 15 years identified reserves of 68 million tonnes of ore at an average grade of 5.1% THM in five deposits, for which mining and environmental approvals have been secured.
Added
For Ginkgo-Crayfish, 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). 10.
Removed
Tronox has chosen not to upgrade the studies to a current feasibility level and consequently has reported only resources for the Dongara project. Heavy mineral deposits of our Northern Operations generally occur as stacked, elongate, NNW-trending bodies parallel to the modern coastline, bounded to the east by the Gingin Scarp.
Added
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).
Removed
A swarm of HM deposits in the Cooljarloo district span an area of 40 km NNW by a width of over 5 km.
Added
INDIVIDUAL PROPERTY DISCLOSURE Tronox Northern Operations (Cooljarloo) 37 TABLE OF CONTENTS Tronox Management Pty Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Northern Operations which includes: • Cooljarloo Mine, 170 km north of Perth, where heavy mineral concentrates are produced from dredge mining operations.
Removed
Heavy minerals derived from the crystalline “basement” of the Yilgarn craton east of the scarp and Mesozoic sediments of the North Perth Basin west of the scarp are associated with marine still-stands on a wave-cut platform, as HM sands accumulated in shoreline, dunal and other coastal environments of a westward-regressing seacoast.
Added
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, 2023 was $428 million; • Cooljarloo West and Osprey deposits, which conjoin the Cooljarloo Mine operations; • Chandala Processing Plant, 60 km north of Perth, where the heavy mineral concentrates (HMC) are separated into saleable mineral products and also where ilmenite is further upgraded to synthetic rutile; • The laboratory and mineral testing facility is also located at the Chandala site.
Removed
Southern Operations, Western Australia We extract heavy minerals from the Wonnerup North open-cut HMS mine, 10 km east of Busselton, from which HMC is trucked to our MSP at Bunbury, adjacent to the Bunbury port. The Bunbury MSP also processes streams of non-magnetic zircon and rutile rich HM concentrates from our Broken Hill MSP in New South Wales.
Added
Mining tenements in Australia are managed at the State or Territorial level. In Western Australia, Mining Leases, Exploration Licenses and Retention Licenses are granted and administered by the Western Australian Department of Mines, Industry Regulation and Safety.
Removed
Ilmenite-dominant heavy mineral deposits of the South Perth Basin occur as multiple, arcuate bands, parallel to the J-shaped Geographe Bay modern shoreline.
Added
Tronox operates under four (4) mining leases which are 100% held by Tronox Management Pty Ltd., a wholly owned subsidiary of Tronox Holdings plc as shown in the Table below.
Removed
The Wonnerup North deposit is a shallow (~3m deep) windblown dunal deposit on the Capel paleo-shoreline, one of two strandlines, along with the Yoganup paleo shoreline, located 7 km and 15 km inland, respectively, from the modern Indian Ocean coast associated with most of the economic HMS deposits of the region.
Added
Mining Tenement Schedule Region Tenement Tenement Type Area (Ha) Grant Date Expiry/ Renewal Date Commitment US$/a Rent U$/a Status of Rights Cooljarloo M70/1398 (Previously MSA 268) Mining Lease 9,744 2-Mar-20 1-Mar-41 701,600 138,900 Active Mining Lease Cooljarloo (West) M70/1314 Mining Lease 3,782 18-Mar-15 17-Mar-36 272,300 53,915 EPA approval pending Cooljarloo (West) M70/1333 Mining Lease 420 4-Apr-16 3-Apr-37 30,310 6,000 EPA approval pending Osprey M70/1413 Mining Lease 1,319 5-Jul-22 4-Jul-23 132,000 31,680 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.
Removed
Eastern Operations, Murray Basin, New South Wales, Australia Our Eastern Operations are located in the Murray Basin, a 300,000-square-kilometer intra-cratonic sedimentary basin covering parts of Victoria, New South Wales, and South Australia. Our operating mines at Ginkgo and Crayfish are approximately 40 km west of Pooncarie, New South Wales.
Added
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.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−1 removed0 unchanged
Biggest changeSEC 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 proceedings may result in monetary sanctions above a stated threshold.
Biggest changeLegal 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. 50 TABLE OF CONTENTS 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 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. 36 TABLE OF CONTENTS PART II
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 TABLE OF CONTENTS PART II
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−0 removed1 unchanged
Biggest changeFor details on share repurchases made during the year ended December 31, 2022, see "Note 19" of notes to consolidated financial statements. Under the authorization from our Board of Directors, we have approximately $251 million available for additional repurchases through February 2024.
Biggest changeThere were no share repurchases made during the year ended December 31, 2023, see "Note 19" of notes to consolidated financial statements for further details.
Issuer Purchases of Equity Securities 2022 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 — $ — — $ 250,536,235 November 1 - November 30 — — — 250,536,235 December 1 - December 31 — — — 250,536,235 Total — $ — — $ 250,536,235 (1) On November 9, 2021, the Company announced that the Company’s Board of Directors has authorized the repurchase of up to $300 million of the Company’s ordinary shares, par value $0.01 per share (the “ordinary shares”), through February 2024.
Issuer Purchases of Equity Securities 2023 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 — $ — — $ 250,536,235 November 1 - November 30 — — — 250,536,235 December 1 - December 31 — — — 250,536,235 Total — $ — — $ 250,536,235 (1) On November 9, 2021, the Company announced that the Company’s Board of Directors has authorized the repurchase of up to $300 million of the Company’s ordinary shares, par value $0.01 per share (the “ordinary shares”), through February 2024.
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, 2023, there were approximately 56 holders of record of ordinary shares.
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, 2024, there were approximately 56 holders of record of ordinary shares.
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. 37 TABLE OF CONTENTS 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, 2017, and that all dividends were reinvested.
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. 52 TABLE OF CONTENTS 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, 2018, and that all dividends were reinvested.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

103 edited+16 added−29 removed59 unchanged
Biggest changeDollars) Net sales $ 3,454 $ 3,572 $ (118) Cost of goods sold 2,622 2,677 (55) Gross profit $ 832 $ 895 $ (63) Gross Margin 24.1 % 25.1 % (1.0) pts Selling, general and administrative expenses 289 318 (29) Venator settlement 85 — 85 Income from operations 458 577 (119) Interest expense (125) (157) 32 Interest income 9 7 2 Loss on extinguishment of debt (21) (65) 44 Other (expense) income, net (13) 12 (25) Income before income taxes 308 374 (66) Income tax (provision) benefit 192 (71) 263 Net income $ 500 $ 303 $ 197 Effective tax rate (62) % 19 % (81) pts EBITDA (1) $ 693 $ 821 $ (128) Adjusted EBITDA (1) $ 875 $ 947 $ (72) Adjusted EBITDA as % of Net Sales 25.3 % 26.5 % (1.2) pts _____________________ (1) EBITDA and Adjusted EBITDA are Non-U.S.
Biggest changeDollars) Net sales $ 2,850 $ 3,454 $ (604) Cost of goods sold 2,388 2,622 (234) Gross profit $ 462 $ 832 $ (370) Gross Margin 16.2 % 24.1 % (7.9) pts Selling, general and administrative expenses 276 289 (13) Venator settlement — 85 (85) Income from operations 186 458 (272) Interest expense (158) (125) (33) Interest income 18 9 9 Loss on extinguishment of debt — (21) 21 Other income (expense), net 3 (13) 16 (Loss) Income before income taxes 49 308 (259) Income tax (provision) benefit (363) 192 (555) Net (loss) income $ (314) $ 500 $ (814) Effective tax rate 741 % (62) % 803 pts EBITDA (1) $ 464 $ 693 $ (229) Adjusted EBITDA (1) $ 524 $ 875 $ (351) Net (loss) income as % of Net Sales (11.0) % 14.5 % (25.5) pts Adjusted EBITDA as % of Net Sales (1) 18.4 % 25.3 % (6.9) pts _____________________ (1) EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales are Non-U.S.
GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is also provided herein.
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.
We define EBITDA as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization.
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 net income attributable to Tronox as net income attributable to Tronox excluding the impact of nonrecurring items which are 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 Adjusted net income attributable to Tronox as net (loss) income attributable to Tronox excluding the impact of nonrecurring items which are 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 are 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.
Going forward, we expect to continue to invest in our businesses through cost reduction initiatives, 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.
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.
ASC 740, Income Taxes , requires that all available positive and negative evidence be weighted to determine whether a valuation allowance should be recorded. The amount of income taxes we pay are subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments.
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 credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2022, we held less than $1 million of restricted cash which is in Australia related to performance bonds. At December 31, 2022, Tronox Holdings plc had foreign subsidiaries with undistributed earnings.
Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2023, we held less than $1 million of restricted cash which is in Australia related to performance bonds. At December 31, 2023, Tronox Holdings plc had foreign subsidiaries with undistributed earnings.
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 2023. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility.
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 2024. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility.
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our 9 pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”).
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our nine pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”).
A discussion of our comprehensive (loss) income for the year ended December 31, 2021 versus December 31, 2020 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, 2021.
A discussion of our comprehensive (loss) income for the year ended December 31, 2022 versus December 31, 2021 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, 2022.
Years Ended December 31, 2021 and 2020 A discussion of our cash flows for the year ended December 31, 2021 versus 2020 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, 2021.
Years Ended December 31, 2022 and 2021 A discussion of our cash flows for the year ended December 31, 2022 versus 2021 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, 2022.
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.
We believe that all of our purchase obligations will be utilized in our normal operations. 59 TABLE OF CONTENTS (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.
Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020 A discussion of our results of operations for the year ended December 31, 2021 versus December 31, 2020 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, 2021.
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 A discussion of our results of operations for the year ended December 31, 2022 versus December 31, 2021 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, 2022.
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; 45 TABLE OF CONTENTS • 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.
GAAP financial measures: • reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results; • provide useful information in understanding and evaluating our operating results and comparing financial results across periods; and • provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring.
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 $3 million.
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.
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 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 change in rate of compensation would change the PBO by approximately $5 million.
Off-Balance Sheet Arrangements On March 15, 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.
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.
At December 31, 2022, we had outstanding letters of credit and bank guarantees of $109 million. See Note 13 of notes to consolidated financial statements.
At December 31, 2023, we had outstanding letters of credit and bank guarantees of $109 million. See Note 13 of notes to consolidated financial statements.
Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2023 and unfunded benefit payments after 2032 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.
Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2024 and unfunded benefit payments after 2033 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.
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 48 TABLE OF CONTENTS information becomes available.
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.
In addition, as of December 31, 2022, our non-guarantor subsidiaries had $744 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.
In addition, as of December 31, 2023, our non-guarantor subsidiaries had $688 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.
(f) 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. 2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029 and 5) several voluntary prepayments made on the Term Loan Facility.
(d) 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. 2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) 61 TABLE OF CONTENTS amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029 and 5) several voluntary prepayments made on the Term Loan Facility.
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 conflict and any expansion of such conflict, and supply chain disruptions.
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.
At December 31, 2022, environmental liabilities (both short term and long term) were $54 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.
At December 31, 2023, environmental liabilities (both short term and long term) were $51 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.
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 50 TABLE OF CONTENTS continue to be significant in the foreseeable future.
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.
(e) 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. 2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029, and 5) certain discretionary prepayments made primarily on our term loan in the US. 2020 amount represents a voluntary prepayment made on the prior term loan facility in the US.
(c) 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. 2021 amount represents the loss in connection with the following: 1) termination of its Wells Fargo Revolver, 2) amendment and restatement of its term loan facility including the new revolving credit facility, 3) termination of its Senior Notes due 2026 and its Senior Notes due 2025, 4) issuance of its Senior Notes due 2029, and 5) certain discretionary prepayments made primarily on our term loan in the US.
In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our debt and revolving credit agreements (see Note 13 of notes to consolidated financial statements).
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).
The following table reconciles Net income attributable to Tronox to Adjusted net income attributable to Tronox for the periods presented: Year Ended December 31, 2022 2021 2020 Net income attributable to Tronox Holdings plc (U.S.
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, 2023 2022 2021 Net (loss) income attributable to Tronox Holdings plc (U.S.
(5) Asset retirement obligations are shown at the undiscounted and uninflated values. Non-U.S. GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted net 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.
(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.
(4) Pension and other post-retirement benefit ("OPEB") obligations of $233 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2023 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2032.
(4) Pension and other post-retirement benefit ("OPEB") obligations of $225 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2024 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2032.
Revenue decreased primarily due to lower TiO 2, zircon and pig iron sales volumes.
Revenue decreased primarily due to lower TiO 2 and zircon sales volumes.
Cash Flows (used in) provided by Financing Activities — Net cash used in financing activities during the year ended December 31, 2022 was $250 million as compared to cash used in financing activities of $877 million for the year ended December 31, 2021.
Cash Flows provided by (used in) Financing Activities — Net cash provided by financing activities during the year ended December 31, 2023 was $176 million as compared to cash used in financing activities of $250 million for the year ended December 31, 2022.
At December 31, 2022, AROs were $161 million of which the long-term portion of $153 million is recorded in "Asset retirement obligations" and the short-term portion of $8 million is recorded in "Accrued liabilities" in the Consolidated Balance Sheet. Environmental Matters Liabilities for environmental matters are recognized when remedial efforts are probable and the costs can be reasonably estimated.
At December 31, 2023, 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 remedial efforts are probable and the costs can be reasonably estimated.
Other Comprehensive Income (Loss) There was an other comprehensive loss of $27 million for the year ended December 31, 2022 compared to other comprehensive loss of $104 million for the year ended December 31, 2021.
Other Comprehensive Income (Loss) There was an other comprehensive loss of $42 million for the year ended December 31, 2023 compared to other comprehensive loss of $27 million for the year ended December 31, 2022.
(g) 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 (expense) income, net" in the Consolidated Statements of Income.
See Note 13 of notes to consolidated financial statements. (e) 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 (expense) income, net" in the Consolidated Statements of Operations.
The Amendment provides 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 its credit agreement in an aggregate initial principal amount of $400 million.
The 2023 Amendment provides 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 its credit agreement in an aggregate initial principal amount of $350 million.
GAAP) $ 1.98 $ 2.29 $ 0.56 Weighted average shares outstanding, diluted (in thousands) 157,110 157,945 144,906 ________________ 47 TABLE OF CONTENTS (a) Represents breakage fee and other costs associated with termination of TTI Transaction which were primarily recorded in "Other income (expense)" in the Consolidated Statements of Income.
GAAP) $ (0.15) $ 1.98 $ 2.29 Weighted average shares outstanding, diluted (in thousands) 156,397 157,110 157,945 ________________ 62 TABLE OF CONTENTS (a) Represents breakage fee and other costs associated with termination of TTI Transaction which were primarily recorded in "Other income (expense)" in the Consolidated Statements of Operations.
Mineral leaseholds are depreciated over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives.
Mineral leaseholds are depreciated over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed quarterly.
Income Taxes We have operations in several countries around the world and are subject to income and similar taxes in these countries.
Income Taxes 63 TABLE OF CONTENTS We have operations in several countries around the world and are subject to income and similar taxes in these countries.
Cash and Cash Equivalents We consider all investments with original maturities of three months or less to be cash equivalents. As of December 31, 2022, 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.
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, 2023, 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.
The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 164 $ 228 Available under the Cash Flow Revolver 300 329 Available under the Standard Credit Facility 59 63 Available under the Emirates Revolver 60 38 Available under the SABB Facility 19 19 Available under the Bank Itau Facility 6 — Total $ 608 $ 677 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.
The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates: December 31, 2023 December 31, 2022 Cash and cash equivalents $ 273 $ 164 Available under the Cash Flow Revolver 343 300 Available under the Standard Credit Facility 55 59 Available under the Emirates Revolver 64 60 Available under the SABB Facility 20 19 Available under the Bank Itau Facility 6 6 Total $ 761 $ 608 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.
GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net income (loss) from continuing operations. 39 TABLE OF CONTENTS Net sales of $3,454 million for the year ended December 31, 2022 decreased by 3% compared to $3,572 million for the same period in 2021.
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. 54 TABLE OF CONTENTS Net sales of $2,850 million for the year ended December 31, 2023 decreased by 17% compared to $3,454 million for the same period in 2022.
GAAP) (1)(2) $ 311 $ 362 81 Diluted net income per share (U.S.
GAAP) (1)(2) $ (24) $ 311 362 Diluted net (loss) income per share (U.S.
GAAP) $ 3.16 $ 1.81 $ 6.69 Transaction costs, per share — 0.11 0.10 Venator settlement, per share 0.54 — — Restructuring, per share — — 0.02 Integration costs, per share — — 0.07 Loss on extinguishment of debt, per share 0.13 0.36 0.01 Pension settlement and curtailment losses (gains), per share 0.09 — (0.01) Insurance proceeds, per share — — (0.08) Other, per share (0.02) 0.08 0.03 Withholding tax accrued 0.03 — — Tax valuation allowance, per share (1.92) (0.05) (6.24) Brazilian tax credits, per share — (0.02) — Income tax expense - deferred tax assets, per share (0.04) — (0.03) Diluted adjusted net income per share attributable to Tronox Holdings plc (non-U.S.
GAAP) $ (2.02) $ 3.16 $ 1.81 Transaction costs, per share — — 0.11 Venator settlement, per share — 0.54 — Loss on extinguishment of debt, per share — 0.13 0.36 Pension settlement loss, per share — 0.09 — Other, per share (0.01) (0.02) 0.08 Withholding tax accrued — 0.03 — Tax valuation allowance, per share 1.88 (1.92) (0.05) Brazilian tax credits, per share — — (0.02) 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.
Interest income for the year ended December 31, 2022 increased $2 million compared to the same period in 2021 primarily due to an overall increase in interest rates on our cash investments period over period.
Interest income for the year ended December 31, 2023 increased $8 million compared to the same period in 2022 primarily due to an overall increase in our cash investments and higher interest rates on those cash balances period over period.
Cash Flows Years Ended December 31, 2022 and 2021 43 TABLE OF CONTENTS The following table presents cash flow for the periods indicated: Year Ended December 31, 2022 2021 (Millions of U.S. dollars) Net cash provided by operating activities $ 598 $ 740 Net cash used in investing activities (415) (269) Net cash (used in) provided by financing activities (250) (877) Effect of exchange rate changes on cash (1) (10) Net decrease in cash and cash equivalents $ (68) $ (416) Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net income adjusted for non-cash items and changes in working capital items.
Cash Flows Years Ended December 31, 2023 and 2022 The following table presents cash flow for the periods indicated: Year Ended December 31, 2023 2022 (Millions of U.S. dollars) Net cash provided by operating activities $ 184 $ 598 Net cash used in investing activities (255) (415) Net cash provided by (used in) financing activities 176 (250) Effect of exchange rate changes on cash 4 (1) Net increase (decrease) in cash and cash equivalents $ 109 $ (68) Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net (loss) income adjusted for non-cash items and changes in working capital items.
Additionally, the effective tax rates for the years ended December 31, 2022 and 2021 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, disallowable expenditures, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.
The effective tax rates for the year ended December 31, 2023 and 2022 are influenced by a variety of factors, primarily income and losses in 55 TABLE OF CONTENTS jurisdictions with valuation allowances, non-taxable income and expenses, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.
Gross profit of $832 million for the year ended December 31, 2022 was 24.1% of net sales compared to 25.1% of net sales for the same period in 2021.
Gross profit of $462 million for the year ended December 31, 2023 was 16.2% of net sales compared to 24.1% of net sales for the same period in 2022.
Foreign currency negatively impacted TiO 2 revenue by $86 million due primarily to the weakening of the Euro. Zircon revenues decreased $40 million primarily due to a 36% decrease in sales volumes partially offset by a 28% increase in average selling prices.
Foreign currency positively impacted TiO 2 revenue by $14 million due primarily to the weakening of the Euro. Zircon revenues decreased $181 million primarily due to a 42% decrease in sales volumes partially offset by a 1% increase in average selling prices.
The following table summarizes our net cash provided by operating activities for 2022 and 2021: Year Ended December 31, 2022 2021 (Millions of U.S. dollars) Net income $ 500 $ 303 Net adjustments to reconcile net income to net cash provided by operating activities 113 455 Income related cash generation 613 758 Net change in assets and liabilities (15) (18) Net cash provided by our operating activities $ 598 $ 740 Net cash provided by operating activities was $598 million in 2022 as compared to $740 million in 2021.
The following table summarizes our net cash provided by 58 TABLE OF CONTENTS operating activities for 2023 and 2022: Year Ended December 31, 2023 2022 (Millions of U.S. dollars) Net (loss) income $ (314) $ 500 Net adjustments to reconcile net (loss) income to net cash provided by operating activities 672 113 Income related cash generation 358 613 Net change in assets and liabilities (174) (15) Net cash provided by our operating activities $ 184 $ 598 Net cash provided by operating activities was $184 million in 2023 as compared to $598 million in 2022.
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 have a favorable impact to the PBO of approximately $33 million.
A 100 basis points reduction in discount rates would increase the PBO by approximately $34 million whereas a 100 basis point increase in discount rates would decrease the PBO of approximately $29 million.
GAAP) $ 497 $ 286 $ 969 Transaction costs (a) — 18 14 Venator settlement (b) 85 — — Restructuring (c) — — 3 Integration costs (d) — — 10 Loss on extinguishment of debt (e) 21 57 2 Pension settlement and curtailment losses (gains) (f) 15 — (2) Insurance proceeds (g) — — (11) Other (h) (3) 12 4 Withholding tax accrued (i) 4 — — Tax valuation allowance (j) (301) (8) (903) Brazilian tax credits (k) — (3) — Income tax expense - deferred tax assets (l) (7) — (5) Adjusted net income attributable to Tronox Holdings plc (non-U.S.
GAAP) $ (316) $ 497 $ 286 Transaction costs (a) — — 18 Venator settlement (b) — 85 — Loss on extinguishment of debt (c) — 21 57 Pension settlement loss (d) — 15 — Other (e) (1) (3) 12 Withholding tax accrued (f) — 4 — Tax valuation allowance (g) 293 (301) (8) Brazilian tax credits (h) — — (3) Income tax expense - deferred tax assets (i) — (7) — Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S.
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.
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.
The decrease of $142 million period over period is primarily due to a $145 million reduction in net income net of non-cash adjustments and a decrease of $3 million use of cash for net assets and liabilities.
The decrease of $414 million period over period is primarily due to a $255 million reduction in net (loss) income net of non-cash adjustments and an increase of $159 million use of cash for net assets and liabilities.
At December 31, 2022 and 2021, our net debt (the excess of our debt over cash and cash equivalents) was $2.4 billion and $2.3 billion, respectively. See Note 13 of notes to consolidated financial statements.
At December 31, 2023 and 2022, our long-term debt, net of unamortized discount and debt issuance costs was $2.8 billion and $2.5 billion, respectively. At December 31, 2023 and 2022, our net debt (the excess of our debt over cash and cash equivalents) was $2.6 billion and $2.4 billion, respectively. See Note 13 of notes to consolidated financial statements.
(b) 2021 amount represents the breakage fee and other costs associated with the termination of the TTI transaction which were primarily recorded in "Other (expense) income, net" in the Consolidated Statements of Income. 2020 amount represents transaction costs associated with the TTI acquisition which were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Income.
(b) 2021 amount represents the breakage fee and other costs associated with the termination of the TTI transaction which were primarily recorded in "Other income (expense), net" in the Consolidated Statements of Operations. (c) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Operations.
The $146 million increase in use of cash year over year is primarily driven by higher capital expenditures of $428 million partially offset by $13 million of proceeds from the sale of assets in the current year.
The $160 million decrease in use of cash year over year is primarily driven by lower capital expenditures of $261 million partially offset by $6 million of proceeds from the sale of assets in the current year.
Selling, general and administrative ("SG&A") expenses decreased $29 million when comparing the year ended December 31, 2022 to the prior year. The SG&A expenses decrease was primarily driven by a $30 million decrease in employee costs primarily due to lower incentive compensation and $3 million of lower professional fees, partially offset by higher travel and entertainment expenses of $6 million.
Selling, general and administrative ("SG&A") expenses decreased $13 million when comparing the year ended December 31, 2023 to the prior year. The SG&A expenses decrease was primarily driven by a $7 million decrease in employee costs primarily due to lower incentive compensation, $2 million of lower travel and entertainment expenses and lower amortization cost of $2 million.
Net sales by type of product for the years ended December 31, 2022 and 2021 were as follows: The table below presents reported revenue by product: Year Ended December 31, (Millions of dollars, except percentages) 2022 2021 Variance Percentage TiO 2 $ 2,693 $ 2,793 $ (100) (4) % Zircon 438 478 (40) (8) % Other products 323 301 22 7 % Total net sales $ 3,454 $ 3,572 $ (118) (3) % For the year ended December 31, 2022, TiO 2 revenue decreased $100 million, or 4%, compared to the prior year due to a $404 million decrease in sales volumes partially offset by an increase of $391 million in average selling prices.
Net sales by type of product for the years ended December 31, 2023 and 2022 were as follows: The table below presents reported revenue by product: Year Ended December 31, (Millions of dollars, except percentages) 2023 2022 Variance Percentage TiO 2 $ 2,248 $ 2,693 $ (445) (17) % Zircon 257 438 (181) (41) % Other products 345 323 22 7 % Total net sales $ 2,850 $ 3,454 $ (604) (17) % For the year ended December 31, 2023, TiO 2 revenue decreased $445 million, or 17%, compared to the prior year due to a $416 million decrease in sales volumes and a decrease of $43 million in average selling prices.
Other products revenue increased $22 million primarily due to an increase in average selling prices of pig iron and other products partially offset by a decrease in sales volumes of pig iron.
Other products revenue increased $22 million primarily due to the sale of a portion of a rare earths tailings deposit in South Africa as well as an increase in pig iron sales volumes. These increases in other products were partially offset by a decrease in average selling prices of pig iron.
Stock Repurchases As previously announced, 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.
Stock Repurchases 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, 2023, we made no repurchases of the Company's stock.
(1) Only the loss on extinguishment of debt and pension settlement loss amounts 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.
(i) 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 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.
If negative events occur in 41 TABLE OF CONTENTS 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. In January and February 2023, we drew down an aggregate amount of approximately $118 million on several of our short-term facilities.
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.
Consolidated Results of Operations Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 Year Ended December 31, 2022 2021 Variance (Millions of U.S.
Refer to Note 13 of notes to consolidated financial statements for further details. Consolidated Results of Operations Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 Year Ended December 31, 2023 2022 Variance (Millions of U.S.
We maintain full valuation allowances related to the total net deferred tax assets in Switzerland and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.
Future provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets. The effective tax rate was 741% and (62)% for the years ended December 31, 2023 and 2022, respectively.
(b) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Income. (c) Represents amounts for employee-related costs, including severance, net of tax which was recorded in "Restructuring" in the Consolidated Statements of Income.
(b) Represents the breakage fee including interest associated with the Venator settlement which were recorded in "Venator settlement" in the Consolidated Statements of Operations.
As of and for the year ended December 31, 2022, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 19% of our total consolidated liabilities, approximately 37% of our total consolidated assets, approximately 44% of our total consolidated net sales and approximately 48% of our Consolidated EBITDA (as such term is defined in the 2029 Indenture).
Working capital (calculated as current assets less current liabilities) was $1.4 billion at December 31, 2023, compared to $1.1 billion at December 31, 2022. 56 TABLE OF CONTENTS As of and for the year ended December 31, 2023, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 17% of our total consolidated liabilities, approximately 34% of our total consolidated assets, approximately 43% of our total consolidated net sales and approximately 55% of our Consolidated EBITDA (as such term is defined in the 2029 Indenture).
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, which we do not expect to be triggered based on our current scenario planning. Refer to Note 13 of notes to consolidated financial statements for further details.
As of December 31, 2023, our total debt was $2.8 billion and net debt to trailing-twelve month Adjusted EBITDA was 4.9x. 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, which we do not expect to be triggered based on our current scenario planning.
(h) 2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S.
(f) 2022 amount represents a non-cash pension settlement loss due to the settling of low-dollar valued amounts in our U.S. Qualified Plan. (g) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
GAAP) 693 821 599 Share-based compensation (a) 26 31 30 Transaction costs (b) — 18 14 Restructuring (c) — — 3 Venator settlement (d) 85 — — Integration costs (e) — — 10 Loss on extinguishment of debt (f) 21 65 2 Foreign currency remeasurement (g) 3 (16) (4) Pension settlement and curtailment losses (gains) (h) 20 — (2) Insurance proceeds (i) — — (11) Other items (j) 27 28 27 Adjusted EBITDA (non-U.S.
GAAP) 464 693 821 Share-based compensation (a) 21 26 31 Transaction costs (b) — — 18 Venator settlement (c) — 85 — Loss on extinguishment of debt (d) — 21 65 Foreign currency remeasurement (e) (6) 3 (16) Pension settlement loss (f) — 20 — Accretion expense and other adjustments to asset retirement and environmental obligations (g) 22 19 15 Accounts receivable securitization program (h) 12 3 — Other items (i) 11 5 13 Adjusted EBITDA (non-U.S.
Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2022 was $415 million as compared to $269 million for the year ended December 31, 2021.
Additionally, there was a use of cash for long-term other assets and liabilities of $36 million. Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2023 was $255 million as compared to $415 million for the year ended December 31, 2022.
The decrease in gross margin is primarily due to: • the unfavorable impact of 17 points due to product mix and higher production and commodity costs and increased freight rates which were offset by favorable overhead absorption and cost savings, partially offset by • the favorable impact of approximately 13 points due to an increase in TiO 2, zircon and pig iron selling prices, and • the net favorable impact of approximately 3 points due to changes in foreign exchange rates.
The decrease in gross margin is primarily due to: • the net unfavorable impact of 7 points due to product mix and higher production and commodity costs, • the unfavorable impact of 2 points due to increased cost structures and idle facility charges, • the unfavorable impact of 2 points primarily due to a decrease in TiO 2 and zircon selling prices, partially offset by • the favorable impact of 1 point from the sale of a portion of a rare earths tailings deposit in South Africa, and • the net favorable impact of approximately 2 points due to changes in foreign exchange rates.
For the fourth quarter of 2022 as compared to the fourth quarter of 2021, TiO 2 volumes decreased 34% partially offset by a 7% increase in average selling prices and an unfavorable 2% impact from exchange rates. Zircon sales volumes decreased 44% partially offset by a 20% increase in average selling prices.
For the fourth quarter of 2023 as compared to the fourth quarter of 2022, TiO 2 revenue increased 9% driven by a 16% increase in volumes and a 1% exchange rate tailwind partially offset by a 6% decrease in average selling prices and a 2% unfavorable mix impact. Zircon sales volumes and average selling prices decreased 26% and 11%, respectively.
Repatriation of Cash At December 31, 2022, we held $164 million in cash and cash equivalents in these respective jurisdictions: $18 million in South Africa, $40 million in Australia, $39 million in Brazil, $16 million in Saudi Arabia, $29 million in China, and $22 million in Europe.
Repatriation of Cash At December 31, 2023, we held $273 million in cash and cash equivalents in these respective jurisdictions: $98 million in the United States, $19 million in South Africa, $62 million in Australia, $40 million in Brazil, $12 million in Saudi Arabia, $17 million in China, $24 million in Europe and $1 million in India.
This decrease in comprehensive loss was primarily driven by unfavorable movements of foreign currency translation adjustments of $79 million for the year ended December 31, 2022 as compared to unfavorable foreign currency translation adjustments of $113 million in the prior year.
In addition, we recognized unfavorable foreign currency translation adjustments of $15 million for the year ended December 31, 2023 as compared to unfavorable foreign currency translation adjustments of $79 million in the prior year.
Income from operations for the year ended December 31, 2022 of $458 million, decreased by $119 million or 21% compared to the same period in 2021 which is primarily attributable to the Venator settlement of $85 million (discussed above) and the lower gross margin partially offset by the lower selling, general and administrative expenses.
Income from operations for the year ended December 31, 2023 of $186 million, decreased by $272 million or 59% compared to the same period in 2022 which is primarily attributable to lower sales volumes of TiO 2 and zircon as well as higher production costs and unfavorable product mix partially offset by the lower selling, general and administrative expenses.
Revenue from zircon sales decreased 29% sequentially from the third quarter of 2022 to the fourth quarter of 2022, as a 30% decrease in sales volumes was partially offset by 1% increase in average selling prices.
Zircon sales volumes increased 82% partially offset by a 9% decrease in average selling prices in the fourth quarter of 2023 compared to the third quarter of 2023.
Liquidity and Capital Resources During 2022, our liquidity decreased by $69 million to $608 million.
Liquidity and Capital Resources During 2023, our liquidity increased by $153 million to $761 million.
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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+11 added−1 removed14 unchanged
Biggest changeAt December 31, 2021, there was an unrealized net gain of $15 million recorded in "Accumulated other comprehensive loss" on the Consolidated Balance Sheet. We enter into foreign currency contracts to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates.
Biggest changeFrom 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. For accounting purposes, these foreign currency contracts are not considered hedges.
We are exposed to interest rate risk on our floating rate debt, the Term Loan Facility, 2022 Term Loan Facility, Standard Bank Term Loan Facility, Cash Flow Revolver, Standard Bank Revolver, Emirates Revolver and SABB Credit Facility balances.
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, Standard Bank Term Loan Facility, Cash Flow Revolver, Standard Bank Revolver, Emirates Revolver and SABB Credit Facility balances.
During 2022, 2021 and 2020 our ten largest third-party customers represented 30%, 28%, and 32%, respectively, of our consolidated net sales. During 2022, 2021, and 2020, 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.
During 2023, 2022 and 2021 our ten largest third-party customers represented 39%, 30%, and 28%, respectively, of our consolidated net sales. During 2023, 2022, and 2021, 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.
During 2019, we entered into interest-rate swap agreements for a portion of our Prior Term Loan Facility, which effectively convert the variable rate to a fixed rate for a portion of the loan. The agreements expire in September 2024.
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.
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 51 TABLE OF CONTENTS contributors.
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 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.
We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter 65 TABLE OF CONTENTS into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates.
Using a sensitivity analysis as of December 31, 2022, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $6 million on an annualized basis.
Using a sensitivity analysis as of December 31, 2023, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $7 million on an annualized basis.
This is due to the fact that earnings on our interest earning financial assets of $38 million at December 31, 2022 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $696 million.
This is due to the fact that earnings on our interest earning financial assets of $115 million at December 31, 2023 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $784 million.
For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other (expense) income, net” within the Consolidated Statement of Income and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary.
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.
As of December 31, 2022, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates.
As of December 31, 2023, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates or to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. Refer to Note 13 in notes to consolidated financial statements.
The Company's objectives in using the interest-rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements. There was no impact associated with the Term Loan Facility as the hedge remained highly effective.
The Company's objectives in using the interest rate swap agreements are to add stability to interest expense and to manage its exposure to interest rate movements.
At December 31, 2022, there was (i) 1.2 billion South African Rand (or approximately $68 million at the December 31, 2022 exchange rate), (ii) 197 million Australian dollars (or approximately $135 million at the December 31, 2022 exchange rate), (iii) 20 million Pound Sterling (or approximately $24 million at the December 31, 2022 exchange rate and (iv) 44 million Euro (or approximately $48 million at the December 31, 2022 exchange rate) of notional amount of outstanding foreign currency contracts. 52 TABLE OF CONTENTS
At December 31, 2023, there was (i) 837 million South African Rand (or approximately $46 million at the December 31, 2023 exchange rate), (ii) 153 million Australian dollars (or approximately $105 million at the December 31, 2023 exchange rate), (iii) 45 million Pound Sterling (or approximately $57 million at the December 31, 2023 exchange rate, (iv) 45 million Euro (or approximately $50 million at the December 31, 2023 exchange rate) and (v) 67 million Saudi Riyal (or approximately $18 million at the December 31, 2023 exchange rate) of notional amount of outstanding foreign currency contracts. 67 TABLE OF CONTENTS
Removed
At December 31, 2022, there was an unrealized net loss of $4 million recorded in "Accumulated other comprehensive loss" on the Consolidated Balance Sheet, which is expected to be recognized in earnings over the next twelve months.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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. 66 TABLE OF CONTENTS 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.
Added
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.
Added
This amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024.
Added
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.
Added
As of December 31, 2023, the Company maintains a total of $950 million of interest rate swaps 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.
Added
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.

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